-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VdJzDC4zbdPDpPxOCih702ZsqkBCTD0KaGYpfe6AUf8FGcMCHb7K+UHlVI5o9Bq/ BfEPOUlfp7kBl5NFfxMWBQ== 0001104659-08-059430.txt : 20080918 0001104659-08-059430.hdr.sgml : 20080918 20080918162622 ACCESSION NUMBER: 0001104659-08-059430 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20080918 DATE AS OF CHANGE: 20080918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VAN DER TUUK TERRY CENTRAL INDEX KEY: 0001232812 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 818-251-5312 MAIL ADDRESS: STREET 1: 15350 SHERMAN WAY, SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEMACARE CORP /CA/ CENTRAL INDEX KEY: 0000801748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 953280412 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38283 FILM NUMBER: 081078640 BUSINESS ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-226-1968 MAIL ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 SC 13D 1 a08-23820_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

HemaCare Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

423498104

(CUSIP Number)

Terry Van Der Tuuk, 15350 Sherman Way, Suite 350, Van Nuys, California, 91406, (818) 226-1968

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

9/8/08

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 423498104

	1.	Names of Reporting Persons Terry Van Der Tuuk

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 493,750 (1)

			8.	Shared Voting Power 200,000 (2)

			9.	Sole Dispositive Power 493,750 (1)

			10.	Shared Dispositive Power 200,000 (2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 693,750

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.1% (3)

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 118,750 shares which the Reporting Person has the right to acquire upon the exercise of stock options, and 75,000 shares held in the Terry Van Der Tuuk Family Trust, dated 10/14/02, of which the Reporting Person is the sole trustee. See Item 5.

(2) Consists of shares held by the Reporting Person and his wife as joint tenants with right of survivorship. See Item 5.

(3) The percents of class reported in this Item 13 and elsewhere in this Schedule 13D are based on 9,820,339 shares of Common Stock outstanding as of August 4, 2008 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008.

CUSIP No. 423498104

Item 1.	Security and Issuer
	The class of equity securities to which this Schedule 13D relates is the common stock, no par value per share (the “Common Stock”), of HemaCare Corporation, a California corporation (the “Issuer”). The principal executive offices of the Issuer are located at 15350 Sherman Way, Suite 350, Van Nuys, California, 91406.

Item 2.	Identity and Background
	(a) This Schedule 13D is being filed by Terry Van Der Tuuk, as an individual (“Reporting Person”). (b) Residence or business address: c/o HemaCare Corporation, 15350 Sherman Way, Suite 350, Van Nuys, CA, 91406 (c) Present Principal Occupation or Employment: Private Investor (d) Criminal Conviction: None (e) Court or Administrative Proceedings: None (f) Citizenship: United States of America

Item 3.	Source and Amount of Funds or Other Consideration
	Personal funds.

Item 4.	Purpose of Transaction
	State the purpose or purposes of the acquisition of securities of issuer: Investment Describe any plans or proposals which the reporting persons may have which relate to or would result in: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) Any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer of any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer’s business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer’s charter, by laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Whether the Reporting Person purchases any additional securities of the Issuer, or disposes of any securities of the Issuer, and the amount of any such transactions, will depend upon the Reporting Person’s continuing assessment of pertinent factors, including the availability of securities of the Issuer for purchase at particular price levels, the Issuer’s and the Reporting Person’s business and prospects, other business investment opportunities available to the Reporting Person, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the management of the Issuer, the availability and nature of opportunities to dispose of the Reporting Person’s interest in the Issuer, to realize trading profits or minimize trading losses, and other plans and requirements of the Reporting Person. Depending upon his individual assessment of these factors from time to time, the Reporting Person may change his present intentions as stated above, including determining to acquire additional securities of the Issuer (by means of open market or privately negotiated purchases) or to dispose of some or all of the securities of the Issuer held by or under the control of such Reporting Person. Except as described herein, at the present time the Reporting Person has no plans or proposals which relate to or would result in any of the events described in paragraphs (a) through (j) above. The Reporting Person, however, expects to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, the market price of the Issuer’s Common Stock, conditions in the securities markets generally, general economic and industry conditions and other factors he deems appropriate.

CUSIP No. 423498104

	Accordingly, the Reporting Person reserves the right to change his plans and intentions at any time, as he deems appropriate, subject to relevant legal restrictions.
Item 5.	Interest in Securities of the Issuer
	(a) Terry Van Der Tuuk has the right to acquire an additional 118,750 shares (representing 1.2% of the outstanding Common Stock) upon the exercise of stock options on or before November 7, 2008. The Terry Van Der Tuuk Family Trust, dated 10/14/02 owns 75,000 shares of the Common Stock of the Issuer (representing 0.7% of the outstanding Common Stock). The Reporting Person is the sole trustee of the Terry Van Der Tuuk Family Trust, dated 10/14/02 and, accordingly, may be deemed to have beneficial ownership of the 75,000 shares owned by that trust. The Reporting Person disclaims ownership of all shares of Common Stock owned by the Terry Van Der Tuuk Family Trust, dated 10/14/02 in which the Reporting Person does not have a pecuniary interest. Terry Van Der Tuuk and his wife, Diane Van Der Tuuk, own 200,000 shares (representing 2.0% of the outstanding Common Stock) as joint tenants with a right of survivorship. (b) As the sole trustee of the Terry Van Der Tuuk Family Trust, dated 10/14/02, the Reporting Person may be deemed to have the sole voting and dispositive power with respect to the 75,000 shares owned by that trust. As a joint tenant with a right of survivorship, the Reporting Person may be deemed to have shared voting and dispositive power with respect to 200,000 shares. (c) Transaction Date Shares or Units Purchased (Sold) Price per Share or Unit 9/8/08 200,000 $0.49 Purchased by Terry Van Der Tuuk and Diane Van Der Tuuk, as joint tenants with a right of survivorship, from the HemaCare Corporation Employee Stock Purchase Plan. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	None.

Item 7.	Material to be Filed as Exhibits
	Exhibit 24.1: Power of Attorney Exhibit A: HemaCare Corporation Non-Qualified Stock Option Agreement – 1996 Stock Incentive Plan #90 Exhibit B: HemaCare Corporation Non-Qualified Stock Option Agreement – 1996 Stock Incentive Plan #106 Exhibit C: HemaCare Corporation Non-Qualified Stock Option Agreement – 1996 Stock Incentive Plan #112 Exhibit D: HemaCare Corporation 2006 Equity Incentive Plan Stock Option Agreement #1 Exhibit E: HemaCare Corporation 2006 Equity Incentive Plan Stock Option Agreement #13

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	September 18, 2008
	Date
	/s/ Robert S. Chilton, Attorney-in-Fact
	Signature

	Terry Van Der Tuuk
	Name/Title

EX-24.1 2 a08-23820_1ex24d1.htm EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Judi Irving, Chief Executive Officer, and Robert Chilton, Chief Financial Officer and Corporate Secretary, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(a) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of HemaCare Corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(b) execute and submit for and on behalf of the undersigned Form ID of the Securities and Exchange Commission to obtain personal code numbers for the electronic filing of reports;

(c) execute for and on behalf of the undersigned Schedule 13D or Schedule 13G, or any amendment thereto, in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder;

(d) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Form ID, or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(e) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13(d) of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of March, 2005.

/s/ Terry Van Der Tuuk
Terry Van Der Tuuk

EX-99.A 3 a08-23820_1ex99da.htm EX-99.A

Exhibit 99.A

HEMACARE CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

[1996 STOCK INCENTIVE PLAN]

(Non-Qualified Stock Option Agreement Form 96-2)

Terry Van Der Tuuk	Date Option Granted:	May 9, 2003
Name of Optionee

11605 Manor	No. Of Shares:	25,000
Address

Leawood, KS 66211	Option No.:	90
City, State, Zip

THIS AGREEMENT is made as of the date set forth above, between HEMACARE CORPORATION, a California corporation (hereinafter called the “Company”), and the optionee named above (hereinafter called the “Optionee”).

RECITAL

The Board of Directors of the Company (the “Board”), or the Compensation Committee of the Board or such other committee of directors as the Board of Directors of the Company shall designate in accordance with the HemaCare Corporation 1996 Stock Incentive Plan (the “Plan”), has determined that it is to the advantage and interest of the Company and its shareholders to grant the option provided for herein to the Optionee as an inducement to remain in the service of the Company (or any corporation, partnership, joint venture or other entity in which the Company owns, directly or indirectly, at least a 20% beneficial ownership interest (a “Related Company”)) and as an incentive for increased effort during such service. Such committee as shall be designated to administer the Plan (or, if none, the Board) is referred to herein as the Committee. In consideration of the mutual covenants herein contained, the parties agree as follows:

1. Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase on the terms and conditions set forth herein and in the Plan all or any part of an aggregate of 25,000 shares (the “Shares”) of the Common Stock of the Company (whether authorized and unissued or treasury shares) at the purchase price of $0.93 per Share as the Optionee may, from time to time, elect. The Option shall vest and become exercisable on a cumulative basis as follows:

(i)		On or after May 9, 2003, 25,000 shares;

(ii)		On or after n/a, shares;

(iii)		On or after n/a, shares;

(iv)		On or after n/a, shares; and

(v)		On or after n/a, shares.

Nothing contained herein shall be construed to limit or restrict the right of the Company or any Related Company to terminate the Optionee’s employment or other Relationship at any time, with or without cause, or to increase or decrease the Optionee’s compensation from the rate in existence at the time the Option is granted. As used herein, the term “Relationship” shall mean that the Optionee is or has agreed to become an officer, director, employee, consultant, adviser, independent contractor or agent of the Company or any Related Company.

The Option is not intended to meet the requirements of an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2. Term of Option. The right to exercise the Option granted hereunder, to the extent unexercised, shall remain in effect until May 8, 2013 unless sooner terminated in accordance with Section 5 hereof (the “Term”).

3. Method of Exercise.

(a) To the extent that the Option has become exercisable hereunder, the Option may be exercised in whole or in part at any time during the Term by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment of the purchase price therefor. Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) other cash equivalents acceptable to the Committee in its sole discretion, (iv) by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of California, including without limitation Chapter 5 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee or other person entitled to exercise the Option, deliver to the Optionee or such other person, at the principal office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being purchased.

(b) If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Company with a written representation and warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of liens and encumbrances. The value of the shares of Common Stock so tendered in payment for the Shares being purchased shall be their Fair Market Value Per Share (as defined below) on the date of the Optionee’s notice of exercise. Any Shares purchased upon exercise of the Option which are paid for using Restricted Stock (as defined in the Plan) shall be restricted in accordance with the original terms of the award of such Restricted Stock.

(c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares less the exercise

price per share of such option(s). The Company and the Optionee or other person entitled to exercise the Option shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such an exercise of the Option.

(d) If for any reason a purported exercise of the Option providing for payment to be made in whole or in part through the delivery of shares of Common Stock already owned or underlying vested stock options is not permitted, such purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee or other person entitled to exercise the Option promptly pays the exercise price in an acceptable form.

(e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, the Optionee=s notice of exercise may be delivered to the Company by such broker-dealer and the Company may deliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option.

(f) For purposes hereof, the “Fair Market Value Per Share” of the Company’s Common Stock shall mean, if the Common Stock is publicly traded, the closing per share bona fide bid price of the Common Stock on such date. In any situation not covered by the preceding sentence, the Fair Market Value Per Share shall be determined by the Committee in accordance with one of the valuation methods described in Section 20.2031-2 of the Federal Estate Tax Regulations (or any successor provision thereto), which determination shall be final, binding and conclusive.

(g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of exercise of the Option or the delivery of the Shares for such period as may be required for the Company (i) to comply with any applicable listing, registration or qualification requirements of any national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any government regulatory body. In addition, in connection with any exercise of the Option, the Committee may require the Optionee to agree not to dispose of any of the Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of any applicable federal or state securities law, rule or regulation.

(h) The Option may be exercised for less than the total number of Shares for which the Option is then exercisable, provided that a partial exercise may not be for less than 100 Shares, except in the final year of the Term, and shall not, in any event, include any fractional Shares.

4. Tax Withholding. The Optionee shall, no later than the date as of which any value attributed to the Option first becomes includible in the Optionee’s gross income for applicable tax purposes, pay to the Company, or make arrangements (which may include delivery of shares of Common Stock already owned by the Optionee or subject to awards under the Plan subject to and in accordance with the provisions of Section 3(b) or Section 3(c), as applicable) regarding payment of, any federal, state, local or other taxes of any kind required by law to be withheld with respect thereto. The obligations of the Company hereunder shall be conditional on such payment or arrangements, and the Company (and, where applicable, any Related Company), shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee.

5. Termination of Option.

(a) If the Optionee ceases to have a Relationship for any reason other than his death or Permanent Disability (as defined in Section 5(d)), the Option shall terminate 90 days from the date on which such Relationship terminates. During such 90-day period, the Optionee may exercise the Option but only to the extent the Option was exercisable on the date of termination of his Relationship and provided that the Option has not expired in accordance with Section 2 or otherwise terminated as provided herein. Notwithstanding the foregoing, if the Relationship is terminated for cause (as defined in Section 5(d)), the Option shall terminate upon the termination of the Relationship.

(b) For purposes hereof, termination of Optionee’s Relationship for reasons other than for cause, death or Permanent Disability shall be deemed to take place upon the earliest to occur of the following: (i) the date of the Optionee’s retirement from employment under the normal retirement policies of the Company or any subsidiary of the Company; (ii) the date of the Optionee’s retirement from employment with the approval of the Committee because of disability other than Permanent Disability; (iii) the date the Optionee receives notice or advice that his employment or other Relationship is terminated; (iv) the date the Optionee ceases to render the services for which the Optionee was employed, engaged or retained by the Company or any Related Company (absences for temporary illness, emergencies and vacations or leaves of absence approved in writing by the Committee excepted); or (v) in the case of a director of the Company, the date on which such person ceases to be a director of the Company unless such person has an other Relationship at such time. The fact that the Optionee may receive payment from the Company or any Related Company after termination for vacation pay, for services rendered prior to termination, for salary in lieu of notice or for other benefits shall not affect the termination date.

(c) If the Optionee shall die at a time when the Optionee is in a Relationship or if the Optionee shall cease to have a Relationship by reason of Permanent Disability, the Option shall terminate six months from the date of the Optionee=s death or termination of Relationship due to Permanent Disability unless by its terms it shall expire before such date or otherwise terminate as provided herein, and shall only be exercisable to the extent that it would have been exercisable on the date of the Optionee’s death or the Optionee’s termination of Relationship due to Permanent Disability. In the case of death, the Option may be exercised by the person or persons to whom the Optionee’s rights under the Option shall pass by will or by the laws of descent and distribution.

(d) As used herein, the term “Permanent Disability” shall mean termination of a Relationship with the Company or any Related Company with the consent of the Company or such Related Company by reason of permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. As used herein, the term “for cause” shall mean that the Relationship is terminated by the Company due to (i) the commission by the Optionee of a substantial violation, through intentional conduct or through a pattern of behavior not corrected within a reasonable period of time after written notice to the Optionee by the Company of such behavior (in either case, whether by action or omission), of the Optionee’s duties on behalf of the Company or a Related Company or the workplace policies or rules of the Company or a Related Company which conduct or behavior actually results in substantial harm to the Company or a Related Company or could reasonably be expected to put personnel of the Company or a Related Company in serious jeopardy of imminent harm to their safety, health or well-being or to cause substantial harm to the business of the Company or a Related Company or (ii) the commission by the Optionee of any act or acts constituting dishonesty, a felony or fraud. For purposes of the Option,

whether a Relationship is or has been terminated “for cause” shall be finally determined by the president of the Company, or if the Optionee is a person subject to Section 16 of the Securities Exchange Act of 1934, as amended, by the Committee.

6. Adjustments. In the event of any merger, reorganization, consolidation, sale of substantially all assets, recapitalization, stock dividend, stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure affecting the Common Stock, a substitution or adjustment, as may be determined to be appropriate by the Committee in its sole discretion, shall be made in the aggregate number of Shares then subject to this Agreement and the purchase price to be paid by the Optionee hereunder; provided, however, that no such adjustment shall increase the aggregate value of the Option.

7. Change of Control. This Agreement and the Option hereunder are subject to the change of control provisions set forth in the Plan.

8. Provisions Regarding Transferability. The Optionee may transfer the Option solely for estate planning purposes to the Optionee’s children, grandchildren or spouse (“Immediate Family”), to one or more trusts for the benefit of the Optionee’s Immediate Family members, or to one or more partnerships in which such Immediate Family members are the only partners only upon the express written consent of the Committee, and provided the Optionee does not receive any consideration in any form whatsoever for such transfer. Upon any such transfer of the Option, the Option shall continue to be subject to the terms and conditions as were applicable to the Option immediately prior to the transfer thereof. Except as expressly provided in the first sentence of this Section 8, the Option is not assignable or transferable by the Optionee, either voluntarily or by operation of law, otherwise than by will or by the laws of descent and distribution, and is exercisable, during the Optionee’s lifetime, only by the Optionee.

9. No Shareholder Rights. The Optionee or other person entitled to exercise the Option shall have no rights to dividends or other rights of a shareholder with respect to any Shares subject hereto until the Optionee or such person has given written notice of exercise of the Option with respect to such Shares and has paid the purchase price for such Shares, and no adjustment (except such adjustments as may be effected pursuant to the provisions of Section 6 hereof) shall be made for dividends or distributions of rights in respect of such Shares if the record date is prior to the date by which the Optionee or such person has both given such written notice and paid such purchase price.

10. Investment Representation. The Optionee hereby represents that the Option and any Shares purchased hereunder are being acquired for the Optionee’s own account and not with a view to or for sale in connection with any distribution thereof except as may be permitted by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

11. Conditions to Issuance of Shares. THE COMPANY’S OBLIGATION TO ISSUE OR DELIVER SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTION IS EXPRESSLY CONDITIONED UPON THE COMPLETION BY THE COMPANY OF ANY REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES UNDER ANY STATE AND/OR FEDERAL LAW OR RULINGS OR REGULATIONS OF ANY GOVERNMENT REGULATORY BODY OR THE MAKING OF SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND AGREEMENTS BY THE OPTIONEE (OR ANY PERSON ENTITLED TO EXERCISE THE OPTION) IN ORDER TO COMPLY WITH THE REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES WHICH THE COMMITTEE SHALL, IN ITS SOLE

DISCRETION, DEEM NECESSARY OR ADVISABLE. SUCH REQUIRED REPRESENTATIONS AND AGREEMENTS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE, OR ANY OTHER PERSON ENTITLED TO EXERCISE THE OPTION, (A) IS NOT PURCHASING SUCH SHARES FOR DISTRIBUTION AND (B) AGREES TO HAVE PLACED UPON THE FACE AND/OR REVERSE OF ANY CERTIFICATES FOR SUCH SHARES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND AGREEMENTS WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO AND STATING THAT, PRIOR TO MAKING ANY SALE OR OTHER DISPOSITION OF ANY SUCH SHARES, THE OPTIONEE, OR ANY OTHER PERSON ENTITLED TO EXERCISE THE OPTION, WILL GIVE THE COMPANY NOTICE OF INTENTION TO SELL OR DISPOSE OF THE SHARES NOT LESS THAN FIVE DAYS PRIOR TO SUCH SALE OR DISPOSITION.

12. Method of Acceptance. This Agreement is addressed to the Optionee in duplicate and shall not be effective until the Optionee executes the acceptance below and returns one copy to the Company, thereby acknowledging that he has read and agreed to all the terms and conditions of this Agreement and the Plan.

13. Plan Terms. The Option shall be subject to and governed by the terms and provisions of the Plan, which by this reference are incorporated herein. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall govern. All determinations and interpretations thereof made by the Committee shall be conclusive and binding on all parties hereto and upon their successors and assigns.

EXECUTED as of the 9th day of May, 2003.

	HEMACARE CORPORATION

	By:	/s/ Judi Irving

ACCEPTED:


/s/ Terry Van Der Tuuk			5/9/03
Signature of Optionee			Date

EX-99.B 4 a08-23820_1ex99db.htm EX-99.B

Exhibit 99.B

HEMACARE CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

[1996 STOCK INCENTIVE PLAN]

(Non-Qualified Stock Option Agreement Form 96-2)

Terry Van Der Tuuk		Date Option Granted:	March 17, 2005
	Name of Optionee

11605 Manor		No. Of Shares:	25,000
	Address

Leawood, KS 66211		Option No.:	106
	City, State, Zip

RECITAL

1. Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase on the terms and conditions set forth herein and in the Plan all or any part of an aggregate of 25,000 shares (the “Shares”) of the Common Stock of the Company (whether authorized and unissued or treasury shares) at the purchase price of $1.41 per Share as the Optionee may, from time to time, elect. The Option shall vest and become exercisable on a cumulative basis as follows:

(i)		On or after March 17, 2005, 25,000 shares;

(ii)		On or after n/a, shares;

(iii)		On or after n/a, shares;

(iv)		On or after n/a, shares; and

(v)		On or after n/a, shares.

The Option is not intended to meet the requirements of an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2. Term of Option. The right to exercise the Option granted hereunder, to the extent unexercised, shall remain in effect until March 16, 2015 unless sooner terminated in accordance with Section 5 hereof (the “Term”).

3. Method of Exercise.

5. Termination of Option.

7. Change of Control. This Agreement and the Option hereunder are subject to the change of control provisions set forth in the Plan.

EXECUTED as of the 16th day of March, 2005.

	HEMACARE CORPORATION

	By:	/s/ Judi Irving

ACCEPTED:

/s/ Terry Van Der Tuuk			4/9/05
Signature of Optionee			Date

EX-99.C 5 a08-23820_1ex99dc.htm EX-99.C

Exhibit 99.C

HEMACARE CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

[1996 STOCK INCENTIVE PLAN]

(Non-Qualified Stock Option Agreement Form 96-2)

Terry Van Der Tuuk		Date Option Granted:	March 14, 2006
	Name of Optionee

11605 Manor		No. Of Shares:	25,000
	Address

Leawood, KS 66211		Option No.:	112
	City, State, Zip

RECITAL

1. Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase on the terms and conditions set forth herein and in the Plan all or any part of an aggregate of 25,000 shares (the “Shares”) of the Common Stock of the Company (whether authorized and unissued or treasury shares) at the purchase price of $2.40 per Share as the Optionee may, from time to time, elect. The Option shall vest and become exercisable on a cumulative basis as follows:

(i)		On or after March 14, 2006, 25,000 shares;

(ii)		On or after n/a, shares;

(iii)		On or after n/a, shares;

(iv)		On or after n/a, shares; and

(v)		On or after n/a, shares.

The Option is not intended to meet the requirements of an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2. Term of Option. The right to exercise the Option granted hereunder, to the extent unexercised, shall remain in effect until March 13, 2016 unless sooner terminated in accordance with Section 5 hereof (the “Term”).

3. Method of Exercise.

5. Termination of Option.

7. Change of Control. This Agreement and the Option hereunder are subject to the change of control provisions set forth in the Plan.

EXECUTED as of the 14th day of March, 2006.

	HEMACARE CORPORATION

	By:	/s/ Judi Irving

ACCEPTED:

/s/ Terry Van Der Tuuk		5/2/06
Signature of Optionee		Date

EX-99.D 6 a08-23820_1ex99dd.htm EX-99.D

Exhibit 99.D

Option #1

HEMACARE CORPORATION
2006 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the HemaCare Corporation 2006 Equity Incentive Plan (the “Plan”).

1. NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Name of Optionee:	Terry Van Der Tuuk

Total Number of Shares Granted:	25,000

Type of Option:	x	Nonstatutory Stock Option

	o	Incentive Stock Option

Exercise Price per Share:	$2.71

Grant Date:	August 17, 2007

Vesting Commencement Date:	August 17, 2007

Vesting Schedule:	This option may be exercised, in whole or in part, in accordance with the following schedule: 25% of the Shares subject to the option shall vest on the Vesting Commencement Date, and 25% of the Shares subject to the option shall vest each quarter as of the last day of each quarter thereafter, subject to the optionee continuing to be a Service Provider on such dates.

Termination Period:	This option may be exercised for 90 days after the optionee ceases to be a Service Provider to the same extent that it may be exercised on the date the optionee ceases to be a Service Provider; provided, however, if Termination of Service is due to involuntary termination for “cause” (as defined in Section 2.2(A)), this option shall terminate on such Termination of Service. The Administrator determines when the optionee incurs a Termination of Service for this purpose. Notwithstanding the foregoing, upon the death or Disability of the optionee, this option may be exercised for 12 months after the optionee ceases to be a Service Provider to the same extent that it may be exercised


		on the date the optionee ceases to be a Service Provider. Special termination periods are set forth in Sections 2.3(B), 2.9, and 2.10 below. Notwithstanding the foregoing, if the optionee is a non-employee director, this option may be exercised at any time on or before the Term of Award/Expiration Date provided below to the same extent that it may be exercised on the date the optionee ceases to be a director. In no event shall this option be exercised later than the Term of Award/Expiration Date provided below.

Term of Award/Expiration Date:		August 16, 2017

2. AGREEMENT

2.1 Grant of Option. The Administrator hereby grants to the optionee named in the Notice of Stock Option Grant attached as Part I of this Option Agreement (the “Optionee”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), subject to the terms and conditions of this Option Agreement and the Plan. This Option is intended to be a Nonstatutory Stock Option (“NSO”) or an Incentive Stock Option (“ISO”), as provided in the Notice of Stock Option Grant.

2.2 Exercise of Option.

(A) Vesting/Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set forth in Section 1 and the applicable provisions of this Option Agreement and the Plan. This Option will in no event become exercisable for additional Shares after a Termination of Service for any reason. Notwithstanding the foregoing, this Option shall become exercisable in full if the Company is subject to a Change in Control before the Optionee’s Termination of Service, and the Optionee is subject to an Involuntary Termination (defined below) within 12 months after the Change in Control. This Option may also become exercisable in accordance with Section 2.11 below.

The term “Involuntary Termination” shall mean the Optionee’s Termination of Service by reason of: (i) the involuntary discharge of the Optionee by the Company (or the Affiliate employing him or her) for reasons other than Cause (defined below), death or Disability; or (ii) the voluntary resignation of the Optionee following (A) a material adverse change in his or her title, stature, authority, or responsibilities with the Company (or the Affiliate employing him or her), (B) a material reduction in his or her base salary or annual bonus opportunity, or (C) receipt of notice that his or her principal workplace will be relocated by more than 50 miles. The term “Cause” shall mean (1) the Optionee’s theft, dishonesty, or falsification of any documents or records of the Company or any Affiliate; (2) the Optionee’s improper use or disclosure of confidential or proprietary information of the Company or any Affiliate; (3) any action by the Optionee which has a detrimental effect on the reputation or business of the Company or any Affiliate; (4) the Optionee’s failure or inability to perform any reasonable assigned duties after written notice from the Company or an Affiliate, and a reasonable opportunity to cure, such failure or inability; (5) any material breach by the Optionee of any employment or service agreement between the Optionee and the Company or an Affiliate, which breach is not cured pursuant to the terms of such agreement; (6) the Optionee’s conviction (including a plea of guilty or nolo contendere) of any criminal act which impairs the Optionee’s ability to perform his or her duties with the Company or an Affiliate; or (7) violation of a material Company policy.

(B) Method of Exercise. This Option is exercisable by delivering to the Administrator a fully executed “Exercise Notice” or by any other method approved by the Administrator. The Exercise Notice shall provide that the Optionee is electing to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Administrator. The Exercise Notice shall be accompanied by payment of the full aggregate

Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Administrator of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. The Optionee is responsible for filing any reports of remittance or other foreign exchange filings required in order to pay the Exercise Price.

2.3 Limitation on Exercise.

(A) The grant of this Option and the issuance of Shares upon exercise of this Option are subject to compliance with all Applicable Laws. This Option may not be exercised if the issuance of Shares upon exercise would constitute a violation of any Applicable Laws. In addition, this Option may not be exercised unless (i) a registration statement under the Securities Act of 1933, as amended (the “Act”) is in effect at the time of exercise of this Option with respect to the Shares; or (ii) in the opinion of legal counsel to the Company, the Shares issuable upon exercise of this Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The Optionee is cautioned that the Option may not be exercised unless the foregoing conditions are satisfied. Accordingly, the Optionee may not be able to exercise the Option when desired even though the Option is vested. As a condition to the exercise of this Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Any Shares that are issued will be “restricted securities” as that term is defined in Rule 144 under the Act, and will bear an appropriate restrictive legend, unless they are registered under the Act. The Company is under no obligation to register the Shares issuable upon exercise of this Option.

(B) Special Termination Period. If exercise of the Option on the last day of the termination period set forth in Section 1 is prevented by operation of paragraph (A) of this Section 2.3, then this Option shall remain exercisable until 14 days after the first date that paragraph (A) no longer operates to prevent exercise of the Option.

2.4 Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following methods; provided, however, the payment shall be in strict compliance with all procedures established by the Administrator:

(A) cash;

(B) check or wire transfer;

(C) consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator; provided, however, that Officers and Directors shall not be permitted to use this procedure if this procedure would violate Section 402 of the Sarbanes-Oxley Act of 2002, as amended; or

(D) any combination of the foregoing methods of payment.

2.5 Leave of Absence. The Optionee shall not incur a Termination of Service when the Optionee goes on a bona fide leave of absence, if the leave was approved by the Company (or Affiliate employing him or her) in writing and if continued crediting of service is required by

the terms of the leave or by applicable law. However, the Optionee shall incur a Termination of Service when the approved leave ends, unless the Optionee immediately returns to active work.

For purposes of ISOs, no leave of absence may exceed three months, unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company (or Affiliate employing him or her) is not so provided by statute or contract, the Optionee shall be deemed to have incurred a Termination of Service on the first day immediately following such three-month period of leave for ISO purposes and this Option shall cease to be treated as an ISO and shall terminate upon the expiration of the three-month period following the date the employment relationship is deemed terminated.

2.6 Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option Agreement and the Plan shall be binding upon the executors, administrators, heirs, successors, and assigns of the Optionee. This Option may not be assigned, pledged, or hypothecated by the Optionee whether by operation of law or otherwise, and is not subject to execution, attachment, or similar process.

2.7 Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with this Option Agreement and the Plan.

2.8 Tax Obligations.

(A) Withholding Taxes. The Optionee shall make appropriate arrangements with the Administrator for the satisfaction of all applicable Federal, state, local, and foreign income taxes, employment tax, and any other taxes that are due as a result of the Option exercise. With the Administrator’s consent, these arrangements may include withholding Shares that otherwise would be issued to the Optionee pursuant to the exercise of this Option. The Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(B) Notice of Disqualifying Disposition of ISO Shares. If the Option is an ISO, and if the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the exercise of the ISO on or before the later of (i) the date two years after the Grant Date, or (ii) the date one year after the date of exercise, the Optionee shall immediately notify the Administrator in writing of such disposition. The Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

2.9 Special Termination Period if the Optionee Subject to Section 16(b). If a sale within the applicable Termination Period set forth in Section 1 of Shares acquired upon the exercise of this Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, this Option shall remain exercisable until the earliest to occur of (i) the tenth day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the 190th day after the Optionee’s Termination of Service, or (iii) the Expiration Date.

2.10 Special Termination Period if the Optionee Subject to Blackout Period. The Company has established an Insider Trading Policy (as such policy shall be amended from time to time, the “Policy”) relative to trading while in possession of material, undisclosed information. Under the Policy, officers, directors, employees, and consultants of the Company and its subsidiaries are prohibited from trading in securities of the Company during certain “Blackout Periods” as described in the Policy. If the last day of the Termination Period set forth in Section 1 is during such a Blackout Period, then this Option shall remain exercisable until 14 days after the first date that there is no longer in effect a Blackout Period applicable to the Optionee.

2.11 Change in Control. In the event of a Change in Control prior to the Optionee’s Termination of Service, the Option may be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee will fully vest in and have the right to exercise the Option. In addition, if the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the Optionee in writing or electronically that the Option will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period.

2.12 Restrictions on Resale. The Optionee shall not sell any Shares at a time when Applicable Law or Company policies prohibit a sale. This restriction shall apply as long as the Optionee is a Service Provider and for such period after the Optionee’s Termination of Service as the Administrator may specify.

2.13 Entire Agreement; Governing Law. This Option Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Delaware.

2.14 No Guarantee of Continued Service. The vesting of the Option pursuant to the Vesting Schedule hereof is earned only by continuing as a Service Provider at the will of the Company (and not through the act of being hired, being granted an Option, or purchasing Shares hereunder). Neither this Option Agreement, the transactions contemplated hereunder, nor the Vesting Schedule set forth herein constitute an express or implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all, and shall not interfere with Optionee’s right or the Company’s right to terminate Optionee’s relationship as a Service Provider at any time, with or without Cause.

By the Optionee’s signature and the signature of the Company’s representative below, the Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of this Option Agreement and the Plan. The Optionee has reviewed this Option Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of this Option Agreement and the Plan. The Optionee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to this Option Agreement and the Plan.

The Optionee further agrees that the Company may deliver by email all documents relating to the Plan or this Option (including prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including annual reports and proxy statements). The Optionee also agrees that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.

OPTIONEE:	HEMACARE CORPORATION


/s/ Terry Van Der Tuuk	By:	/s/ Julian Steffenhagen
Signature

Terry Van Der Tuuk	Its:	Julian Steffenhagen
Print Name

2140 West 114^th Terrace
Residence Address

Leawood, KS 66211


###-##-#####
Social Security Number

EX-99.E 7 a08-23820_1ex99de.htm EX-99.E

Exhibit 99.E

Option #13

HEMACARE CORPORATION
2006 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the HemaCare Corporation 2006 Equity Incentive Plan (the “Plan”).

1. NOTICE OF STOCK OPTION GRANT

You have been granted an option to purchase Common Stock, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Name of Optionee:	Terry Van Der Tuuk

Total Number of Shares Granted:	25,000

Type of Option:	x	Nonstatutory Stock Option

	o	Incentive Stock Option

Exercise Price per Share:	$.26

Grant Date:	March 19, 2008

Vesting Commencement Date:	March 19, 2008

Vesting Schedule:	This option may be exercised, in whole or in part, in accordance with the following schedule: 25% of the Shares subject to the option shall vest on the Vesting Commencement Date, and 25% of the Shares subject to the option shall vest each quarter as of the last day of each quarter thereafter, subject to the optionee continuing to be a Service Provider on such dates.

Termination Period:	This option may be exercised for 90 days after the optionee ceases to be a Service Provider to the same extent that it may be exercised on the date the optionee ceases to be a Service Provider; provided, however, if Termination of Service is due to involuntary termination for “cause” (as defined in Section 2.2(A)), this option shall terminate on such Termination of Service. The Administrator determines when the optionee incurs a Termination of Service for this purpose. Notwithstanding the foregoing, upon the death or Disability of the optionee, this option may be exercised for 12 months after the optionee ceases to be a Service Provider to the same extent that it may be exercised

		on the date the optionee ceases to be a Service Provider. Special termination periods are set forth in Sections 2.3(B), 2.9, and 2.10 below. Notwithstanding the foregoing, if the optionee is a non-employee director, this option may be exercised at any time on or before the Term of Award/Expiration Date provided below to the same extent that it may be exercised on the date the optionee ceases to be a director. In no event shall this option be exercised later than the Term of Award/Expiration Date provided below.

Term of Award/Expiration Date:		March 18, 2018

2. AGREEMENT

2.2 Exercise of Option.

2.3 Limitation on Exercise.

(A) cash;

(B) check or wire transfer;

(D) any combination of the foregoing methods of payment.

the terms of the leave or by applicable law. However, the Optionee shall incur a Termination of Service when the approved leave ends, unless the Optionee immediately returns to active work.

2.8 Tax Obligations.

2.9 Special Termination Period if the Optionee Subject to Section 16(b). If a sale within the applicable Termination Period set forth in Section 1 of Shares acquired upon the exercise of this Option would subject the Optionee to suit under Section 16 (b) of the Exchange Act, this Option shall remain exercisable until the earliest to occur of (i) the tenth day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the 190th day after the Optionee’s Termination of Service, or (iii) the Expiration Date.

OPTIONEE:	HEMACARE CORPORATION


/s/ Terry Van Der Tuuk	By:	/s/ Julian Steffenhagen
Signature

Terry Van Der Tuuk	Its:	Julian Steffenhagen
Print Name

2140 West 114^th Terrace
Residence Address

Leawood, KS 66211


###-##-####
Social Security Number

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