<SUBMISSION>
<ACCESSION-NUMBER>0001193125-06-221949
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20061030
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20061102
<DATE-OF-FILING-DATE-CHANGE>20061102
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HOLOGIC INC
<CIK>0000859737
<ASSIGNED-SIC>3844
<IRS-NUMBER>042902449
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-18281
<FILM-NUMBER>061182280
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>35 CROSBY DRIVE
<CITY>BEDFORD
<STATE>MA
<ZIP>01730
<PHONE>7819997300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>35 CROSBY DRIVE
<CITY>BEDFORD
<STATE>MA
<ZIP>01730
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
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<HR SIZE="3" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>UNITED STATES </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>SECURITIES AND EXCHANGE COMMISSION </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="3"><B>Washington, D.C. 20549 </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="5"><B>FORM 8-K </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="3"><B>Current Report Pursuant </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="3"><B>to Section&nbsp;13 or 15(d) of the </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="3"><B>Securities Exchange Act of 1934 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2"><B>Date of Report (Date of earliest event reported): October&nbsp;30, 2006 </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="6"><B>HOLOGIC, INC. </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Exact Name of
Registrant as Specified in Its Charter) </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>DELAWARE </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(State or Other Jurisdiction of Incorporation) </B></FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>0-18281</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>04-2902449</B></FONT></TD></TR>
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<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Commission File Number)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(I.R.S. Employer Identification No.)</B></FONT></TD></TR>
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<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>35 Crosby Street, Bedford, MA</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>01730</B></FONT></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Address of Principal Executive Offices)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Zip Code)</B></FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>(781) 999-7300 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1"><B>(Registrant&#146;s Telephone Number, Including Area Code) </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1"><B>(Former Name or Former Address, if Changed Since Last Report) </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (<I>see</I> General Instruction A.2. below): </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </FONT></TD></TR></TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>

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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </FONT></TD></TR></TABLE> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </FONT></TD></TR></TABLE> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR SIZE="3" NOSHADE COLOR="#000000" ALIGN="left">

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>ITEM&nbsp;1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">On October&nbsp;30, 2006, the Compensation Committee of the Board of Directors of Hologic, Inc., a Delaware corporation (the &#147;Company&#148;),
approved discretionary cash bonuses, cash contributions to the Company&#146;s Supplemental Executive Retirement Plan (the &#147;SERP&#148;) and restricted stock units granted pursuant to the Company&#146;s Second Amended and Restated 1999 Equity
Incentive Plan for its executive officers in connection with the Company&#146;s fiscal 2006 performance. The cash contributions to the SERP are subject to a three year vesting schedule, such that each contribution is one-third vested each year and
is fully vested three years after the contribution is made. The cash contributions to the SERP also become fully vested upon the earlier to occur of death or disability of the participant or a change in control of the Company. Each restricted stock
unit entitles the holder to one share of common stock of the Company, par value $0.01 per share and notional dividend equivalents, if any. The restricted stock units become fully vested upon the earlier to occur of (i)&nbsp;October&nbsp;30, 2009,
(ii)&nbsp;death or disability of the participant or (iii)&nbsp;a change in control of the Company. The form of restricted stock unit award agreement issued to each executive officer is filed as Exhibit 10.1 to this Current Report on Form 8-K.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The following table sets forth the 2006 cash bonus, the cash contributions to the SERP, and the number of restricted stock units granted
for each of the executive officers listed below. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD></TD>
<TD></TD>
<TD></TD>
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<TD></TD>
<TD></TD>
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<TD></TD></TR>
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<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-left:0px;margin-right:0px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>Name and Principal Office</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="1"><B>2006<BR>Discretionary<BR>Cash Bonus</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="1"><B>SERP<BR>Discretionary<BR>Cash<BR>Contribution</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="1"><B>Restricted<BR>Stock<BR>Units</B></FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">John W. Cumming</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Chairman of the Board, Chief Executive Officer and Director</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">700,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">250,000</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">5,176</FONT></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Jay A. Stein</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Chairman Emeritus, Chief Technical Officer and Director</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">185,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">100,000</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">2,070</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Robert A. Cascella</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">President and Chief Operating Officer</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">525,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">175,000</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">3,623</FONT></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Glenn P. Muir</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Executive Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Director</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">435,000</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">150,000</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">3,106</FONT></TD></TR>
<TR BGCOLOR="#cceeff">
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">John Pekarsky</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Senior Vice President, Sales and Strategic Accounts</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">&#151;&nbsp;&nbsp;</FONT></TD>
<TD NOWRAP VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">(1)</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">$</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">25,000</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">518</FONT></TD></TR>
</TABLE><HR WIDTH="8%" SIZE="1" NOSHADE COLOR="#000000" ALIGN="left">
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(1)</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Mr.&nbsp;Pekarsky did not receive a 2006 discretionary cash bonus, but he is entitled to receive a commission-based bonus of approximately $315,000 for fiscal 2006 sales.
</FONT></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">On October&nbsp;30, 2006, the Compensation Committee also approved amendments to the Amended and Restated Change of Control
Agreements for each John W. Cumming, Jay A. Stein, Robert A. Cascella and Glenn P. Muir (the &#147;Amended and Restated Change of Control Agreements&#148;) to revise and clarify the compensation used to calculate the change of control payments and
certain other ministerial issues. As amended, the Amended and Restated Change of Control Agreements provide that 30 days after a change of control, the Company shall pay the </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">executive a lump sum in cash equal to three times the executive&#146;s annual salary for the fiscal year immediately
preceding the change of control plus the executive&#146;s highest annual bonus (as defined in the Amended and Restated Change of Control Agreements). In addition, the Amended and Restated Change of Control Agreements provide that, notwithstanding
any provision to the contrary contained in any option, restricted stock agreement or other equity compensation agreement or plan, upon a change of control, all unvested stock options, restricted stock or stock appreciation rights held by the
executive shall become immediately exercisable for a one-year period following the executive&#146;s termination date. The Amended and Restated Change of Control Agreements confer no benefits prior to a change of control. In the event that any
payments received by the executive in connection with a change of control are subject to the excise tax imposed upon certain change of control payments under federal tax laws, the agreements provide that the Company&#146;s auditing firm immediately
preceding the change of control shall compute the excise tax imposed on the executive and the Company shall pay that amount to the executive to provide the executive with a payment that is economically equivalent to the payment he would have
received but for the imposition of the excise tax. Under the terms of the Amended and Restated Change of Control Agreements, the Company has agreed to employ the executive for a period of three years following a change of control, during which time
the executive will receive an annual base salary at least equal to the amount received by the executive for the 12 months preceding the change in control and an annual bonus (as defined in the Amended and Restated Change of Control Agreement). If
the executive remains employed through the one year anniversary of a change of control, then the executive will also receive a special bonus (the &#147;Special Bonus&#148;) equal to the sum of the executive&#146;s annual salary and the greater of
the annual bonus paid or payable for the most recently completed fiscal year during the employment period or the highest annual bonus. In addition, if termination of an executive&#146;s employment occurs within the three-year period following a
change of control of the Company and such termination is by the Company (or its successor) without cause or termination is by the executive for good reason, then the executive will be entitled to receive, among other things: (i)&nbsp;all accrued and
unpaid compensation, (ii)&nbsp;the Special Bonus, to the extent not previously paid or accrued, (iii)&nbsp;continued welfare benefits for a period of one year, and (iv)&nbsp;such executive&#146;s life insurance policy will be transferred to him. The
form of Amended and Restated Change of Control Agreement issued to each of John W. Cumming, Jay A. Stein, Robert A. Cascella and Glenn P. Muir is filed as Exhibit 10.2 to this Current Report on Form 8-K. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>ITEM&nbsp;9.01 Financial Statements and Exhibits </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>(d) Exhibits
</B></FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">10.1</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Form of Restricted Stock Unit Award for Executive Officers</FONT></TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">10.2</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Form of First Amended and Restated Change of Control Agreement, including list of officers to whom provided</FONT></TD></TR>
</TABLE>

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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><U>SIGNATURES </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. </FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Dated: November&nbsp;2, 2006</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">HOLOGIC, INC.</FONT></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Glenn P. Muir</FONT></P></TD></TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Glenn P. Muir, Chief Financial Officer,</FONT></TD></TR>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Executive Vice President, Finance and</FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px"><FONT FACE="Times New Roman"
SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;Treasurer</FONT></P></TD></TR>
</TABLE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.htm
<DESCRIPTION>FORM OF RESTRICTED STOCK UNIT AWARD FOR EXECUTIVE OFFICERS
<TEXT>
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<TITLE>Form of Restricted Stock Unit Award for Executive Officers</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.1 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>Hologic, Inc. </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Restricted Stock Unit Award </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>[Employee] </B><I>was awarded </I><B><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></B><I> Restricted Stock Units
(&#147;RSUs&#148;) </I></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Grant Date: October <U>&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2006</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Restriction Lapse Date: [October <U>&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2009]</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Restricted Stock Unit Grant (the &#147;Grant&#148;) &#150; additional terms </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">1. <B><U>Grant</U></B>. The Compensation Committee (&#147;Committee&#148;) of the Board of Directors of Hologic, Inc. (&#147;Company&#148;) has granted
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> Restricted Stock Units (&#147;RSUs&#148;) to <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (the &#147;Grantee&#148;). Each RSU entitles
the Grantee to receive from the Company (i)&nbsp;one share of Hologic, Inc. common stock, par value $0.01 per share, at the Vesting Date (as defined below), and (ii)&nbsp;the right to receive notional dividend equivalents, if any, each in accordance
with the terms of this Grant, the Hologic, Inc. Second Amended and Restated 1999 Equity Incentive Plan (as it may be further amended from time to time, the &#147;Plan&#148;) and any rules and procedures adopted by the Committee. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">2. <B><U>Restricted Stock Units</U></B>. The Company will deliver to the Grantee, as of the Vesting Date, one share of Company common stock, par value $0.01, for each
RSU of the Grant which become vested on the Vesting Date as set forth in paragraph 4. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">3. <B><U>Dividend Equivalents</U></B>. Until the Vesting Date,
whenever dividends are paid or distributed with respect to the Company&#146;s common stock, the Grantee shall be entitled to receive notional dividend equivalents in an amount equal in value to the amount of the dividend or property distributed on a
single share of common stock. multiplied by the number of RSUs credited to the Grantee&#146;s account as of the record date for such dividend or distribution. Payment of the notional dividend equivalents paid on RSUs will be withheld by the Company
and shall be delivered to the Grantee as of the Vesting Date, if and only to the extent that the RSUs have vested as of said date, as set forth in paragraph 4.</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">4. <U><B>Vesting</B>.</U> All of the RSUs granted hereby will vest on the earlier to occur of (i)&nbsp;the Restriction Lapse Date, (ii)&nbsp;the termination of the Grantee&#146;s employment by the Company as a result of the disability or
death of the Grantee; or (iii)&nbsp;consummation of a Change in Control (as defined in the Plan), provided that in each such case the Grantee has remained continuously employed by the Company through such date (the &#147;Vesting Date&#148;). If such
employment of Grantee with the Company is terminated prior to the Vesting Date, then the RSUs shall not vest and this Agreement shall terminate and Grantee shall have no further rights hereunder, including without limitation any rights to receive
any Dividend Equivalents as set forth in paragraph 3. For purposes hereof, employment of the Company shall include the employment by the Company or any of its Affiliate (as defined in the Plan). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">5<B>. <U>Voting and other Rights; No right to Employment</U>. </B>The Grantee shall have no rights of ownership in the RSUs or the underlying shares of Company common
stock, and shall have no right to vote the RSUs or the underlying sharer of Company common stock until the Vesting Date. The Grantee further acknowledges and agrees that this Agreement and the vesting of the RSUs set forth herein shall not be
construed to give Grantee the right to continued employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">6. <B><U>Compliance with Laws</U>. </B>As provided in the Plan, the Company may impose such
conditions and restrictions with respect to the issuance and subsequent transfer of the underlying shares of Company common stock as contemplated hereby, including without limitation, conditions and restrictions relating to applicable federal or
state securities laws, and applicable federal, state or local withholding tax requirements, as the Company considers necessary or advisable. In no event shall the Company be required to issue any shares of its Common Stock hereunder unless and until
all applicable legal requirements are satisfied to the reasonable satisfaction of the Company in its sole discretion. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">7. <B><U>Incorporation of Plan</U></B>. All terms used in this Grant have the same meaning as given such terms in the
Plan. This Grant incorporates and is subject to the provisions of the Plan and such Plan shall be deemed a part of the Grant for all purposes. A copy of the Plan will be furnished upon request. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">8. <B><U>409A Compliance</U></B>. The Company may, in its sole and absolute discretion, delay payments hereunder or make such other modifications with respect to the
issuance of stock hereunder as it reasonably deems necessary to comply with Section&nbsp;409A of the Code and interpretative guidance thereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">9.
<B><U>Entire Agreement</U></B>. This Grant and the Plan contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by
an authorized officer of the Company and delivered to the Grantee. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">10. <B><U>Applicable Law; Severability</U>.</B> This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. In the event that any court of competent jurisdiction shall determine that any provision, or any portion
thereof, contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">11. <B><U>Interpretation</U>.</B> The parties hereto acknowledge and agree that the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the
interpretation of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">12. <B><U>No Waiver of Rights, Powers and Remedies</U>.</B> No failure or delay by a party hereto in exercising any
right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party, unless explicitly provided for herein. No single or partial exercise of any
right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">13. <B><U>Counterparts</U>.</B> This Agreement may be executed in multiple counterparts, including by electronic
or facsimile signature, each of which shall be deemed in original but all of which together shall constitute one and the same instrument. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Employee</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">Hologic, Inc.</FONT></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>dex102.htm
<DESCRIPTION>FORM OF FIRST AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
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<TITLE>Form of First Amended and Restated Change of Control Agreement</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.2 </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2"><B>EXECUTION COPY </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">AMENDED AND RESTATED </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">CHANGE OF CONTROL AGREEMENT </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT by and
between HOLOGIC, INC., a Delaware corporation (the &#147;Company&#148;), and [EXECUTIVE] (the &#147;Executive&#148;), dated as of October <U>&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2006. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Board of Directors of the Company (the &#147;Board&#148;), has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive&#146;s full attention and dedication to the Company currently
and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be
satisfied and which are competitive with those of other corporations; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company and Executive previously entered into a Change
of Control Agreement dated on or about January&nbsp;5, 2004 (the &#147;Original Change of Control Agreement&#148;); </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, recent
amendments to Section&nbsp;409A of the Internal Revenue Code and recent interpretative guidance from the Internal Revenue Service related thereto may adversely impact the payments provided for in the original Change of Control Agreement; </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, Section&nbsp;13 of the Original Change of Control Agreement provides that it may be amended by written agreement of the parties; </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company and Executive in order to ensure that the Original Change of Control Agreement complied with Section&nbsp;409A; and to clarify
the effect of certain other agreements between the Company and the Executive amended and restated the Original Change of Control Agreement into the First Amended and Restated Change of Control Agreement, on or about May&nbsp;3, 2006 (the &#147;First
Amended Agreement&#148; or &#147;Agreement&#148;); </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company and Executive now desire to amend and restate the First Amended
and Restated Change of Control Agreement to clarify the compensation utilized to calculate the Change of Control payments and certain other ministerial issues (the &#147;Amended Agreement&#148; or &#147;Agreement&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, each intending to be legally bound, do
hereby agree as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Certain Definitions</U>. (a)&nbsp;The &#147;Effective Date&#148; shall be the first date during the
&#147;Change of Control Period&#148; (as defined in Section&nbsp;1(b)) on which a Change of Control occurs. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Anything in this Agreement to the contrary notwithstanding, if the Executive&#146;s employment with the Company is
terminated or the Executive ceases to be an officer of the Company prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination of employment (1)&nbsp;was at the request of a third party who has
taken steps reasonably calculated to effect the Change of Control or (2)&nbsp;otherwise arose in connection with or in anticipation of the Change of Control, then for all purposes of this Agreement the &#147;Effective Date&#148; shall mean the date
immediately prior to the date of such termination of employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The &#147;Change of Control Period&#148; is the period commencing on
the date hereof and ending on the third anniversary of such date; provided, however that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter
referred to as the &#147;Renewal Date&#148;), the Change of Control Period shall be automatically extended without any further action by the Company or the Executive so as to terminate three years from such Renewal Date; provided, however, that if
the Company shall give notice in writing to the Executive, at least 60 days prior to the Renewal Date, stating that the Change of Control Period shall not be extended, then the Change of Control Period shall expire three years from the last
effective Renewal Date. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Change of Control</U>. For the purpose of this Agreement, a &#147;Change of Control&#148; shall mean:
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) The acquisition by any individual, entity or group (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the then outstanding shares of common stock of the Company
(the &#147;Outstanding Company Common Stock&#148;); provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 20% or more of Outstanding Company
Common Stock shall not constitute a Change in Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such corporation,
is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock, shall not constitute a Change in Control; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(b) Any transaction which results in the Continuing Directors (as defined in the Certificate of Incorporation of the Company) constituting less than a majority of the Board of Directors of the Company; or </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Approval by the stockholders of the Company of (i)&nbsp;a reorganization, merger or consolidation, in each case, with respect to
which all or </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">substantially all of the individuals and entities who were the beneficial owners of the Outstanding
Company Common Stock immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common
stock of the corporation resulting from such a reorganization, merger or consolidation, (ii)&nbsp;a complete liquidation or dissolution of the Company or (iii)&nbsp;the sale or other disposition of all or substantially all of the assets of the
Company, excluding a sale or other disposition of assets to a subsidiary of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Anything in this Agreement to the contrary
notwithstanding, if an event that would, but for this paragraph, constitute a Change of Control results from or arises out of a purchase or other acquisition of the Company, directly or indirectly, by a corporation or other entity in which the
Executive has a greater than ten percent (10%)&nbsp;direct or indirect equity interest, such event shall not constitute a Change of Control. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">3. <U>Employment Period</U>. Subject to the terms and conditions hereof, the Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on
the Effective Date and ending on the last day of the thirty-sixth month following the month in which the Effective Date occurs (the &#147;Employment Period&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">4. <U>Terms of Employment</U>. (a)&nbsp;<U>Position and Duties</U>. (i)&nbsp;During the Employment Period, (A)&nbsp;the Executive&#146;s position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and
(B)&nbsp;the Executive&#146;s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to
devote his full business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive&#146;s reasonable best efforts to perform faithfully
and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A)&nbsp;serve on corporate, civic or charitable boards or committees, (B)&nbsp;deliver lectures, fulfill speaking
engagements or teach at educational institutions and (C)&nbsp;manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive&#146;s responsibilities as an employee of the Company in
accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of
activities similar in nature and scope thereto) subsequent to the Effective Date. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Compensation</U>. (i)&nbsp;<U>Base Salary</U>. During the Employment Period, the Executive shall
receive an annual base salary (&#147;Annual Base Salary&#148;), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in
respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time
as shall be substantially consistent with increases in base salary awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce
any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in
this Agreement, the term &#147;affiliated companies&#148; includes any company controlled by, controlling or under common control with the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(iii) <U>Annual Bonus</U>. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year during the Employment Period, an annual bonus (the &#147;Annual Bonus&#148;) in cash at least equal to the greater of
(a)&nbsp;the average (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus (the &#147;Average Annual Bonus&#148;)
paid or payable to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, (b)&nbsp;the Annual Bonus paid for the fiscal year
immediately preceding the Effective Date, or (c)&nbsp;the maximum target bonus determined in accordance with the terms of the Company&#146;s bonus plan for senior executives for the fiscal year immediately preceding the Effective Date (the
&#147;Target Bonus&#148;). Each such Annual Bonus shall be paid no later than the 15th day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the
receipt of such Annual Bonus pursuant to any nonqualified plan of the Company. In no event shall the calculation of the Annual Bonus; Average Annual Bonus and Special Bonus (as defined in Section&nbsp;4(b)(iv)) include: any bonuses deferred by the
Company under its deferred bonus pool; bonuses paid or to be paid under the special bonus program approved by the Board of Directors to repay on a quarterly basis over a three year period the outstanding loan to the Executive to purchase a local
primary residence; or Retention Bonus or severance benefits provided under a Retention and Severance Agreement between the Executive and Company. If the fiscal year of any successor to this Agreement, as described by Section&nbsp;11(c) herein, is
different than the Company&#146;s fiscal year at the time of the Change of Control, then the Executive shall be paid (i)&nbsp;the Annual Bonus that would have been paid upon the end of Company&#146;s fiscal year ending after the Change of Control,
and (ii)&nbsp;a pro-rata Annual Bonus for any months of service performed following the end of the Company&#146;s fiscal year, but prior to the first day of the successor&#146;s fiscal year immediately following the Change of Control. The Annual
Bonuses thereafter shall be based on the successor&#146;s first full fiscal year beginning after the Change of Control and successive fiscal years thereafter. Notwithstanding anything herein to the contrary, any portion of Annual Base Salary or
Annual Bonus electively deferred by the Executive pursuant to a qualified or a non-qualified plan including, but not limited to, the Hologic, Inc. Supplemental Executive Retirement Plan (&#147;SERP&#148;) shall be included in determining the Annual
Base Salary, Annual Bonus and the Average Annual Bonus. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv) <U>Special Bonus</U>. In addition to Annual Base Salary and Annual Bonus payable as hereinabove
provided, if the Executive remains employed with the Company and/or its affiliated companies through the first anniversary of the Effective Date, Company shall pay to the Executive a special bonus (the &#147;Special Bonus&#148;) in recognition of
the Executive&#146;s services during the crucial one-year transition period following the Change of Control in cash equal to the sum of (A)&nbsp;the Executive&#146;s Annual Base Salary and (B)&nbsp;the greater of (x)&nbsp;the Annual Bonus paid or
payable (annualized for any fiscal year consisting of less than twelve full months or for which the Executive has been employed for less than twelve full months) to the Executive for the most recently completed fiscal year during the Employment
Period, if any, and (y)&nbsp;the greater of (i)&nbsp;the Average Annual Bonus, (ii)&nbsp;the Annual Bonus paid for the fiscal year immediately preceding the Effective Date, or (iii)&nbsp;the Target Bonus (such greater amount hereafter referred to as
the &#147;Highest Annual Bonus&#148;). Anything in this Agreement to the contrary notwithstanding, if the Executive&#146;s employment is terminated under Section&nbsp;6(d) herein prior to the first anniversary of the Effective Date, then the Company
shall pay the Executive the Special Bonus as if he was employed on the first anniversary of the Effective Date. The Special Bonus shall be paid no later than 30 days following the first anniversary of the Effective Date or, if earlier, the Date of
Termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(v) <U>Incentive, Savings and Retirement Plans</U>. In addition to Annual Base Salary and Annual Bonus payable as hereinabove
provided, the Executive shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs applicable to other peer executives of the Company and its affiliated companies,
but in no event shall such plans practices, policies and programs provide the Executive with incentive, savings and retirement benefits opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the
Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the one-year immediately preceding the Effective Date, or, if more favorable to the Executive, those provided
generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(vi) <U>Welfare
Benefit Plans</U>. During the Employment Period, the Executive and/or the Executive&#146;s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and
programs) and applicable to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect at any time during the one-year period immediately preceding the Effective Date, or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other
peer executives of the Company and its affiliated companies. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(vii) <U>Expenses</U>. During the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive upon submission of appropriate accountings in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect at any time
during the one-year period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other peer executives of the Company and its affiliated companies. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(viii) <U>Fringe Benefits</U>. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable
plans, practices, programs and policies of the Company and its affiliated companies in effect at any time during the one-year period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter
with respect to other peer executives of the Company and its affiliated companies. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ix) <U>Office and Support Staff</U>. During the
Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing
provided to the Executive by the Company and its affiliated companies at any time during the one-year period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other
peer executives of the Company and its affiliated companies. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(x) <U>Vacation</U>. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect at any time during the one-year period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect at any time thereafter with respect to other peer incentives of the Company and its affiliated companies. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(xi) <U>Out-Placement</U>. If the Executive is terminated without Cause or resigns for Good Reason (both as defined herein), then the Company shall provide the Executive with no more than Twenty Five Thousand Dollars
($25,000) worth of executive outplacement services with an outplacement firm selected by the Executive in his sole discretion. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5.
<U>Termination of Employment</U>. (a)&nbsp;<U>Death or Disability</U>. The Executive&#146;s employment shall terminate automatically upon the Executive&#146;s death during the Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant to the definition of &#147;Disability&#148; set forth below), it may give to the Executive written notice in accordance with Section&nbsp;13(b) of this Agreement of its
intention to terminate the Executive&#146;s employment. In such event, the Executive&#146;s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the &#147;Disability Effective
Date&#148;), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive&#146;s duties. For purposes of this Agreement, &#147;Disability&#148; means the absence of the
</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Executive from the Executive&#146;s duties with the Company on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive&#146;s legal representative (such agreement
as to acceptability not to be withheld unreasonably). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Cause</U>. The Company may terminate the Executive&#146;s employment during
the Employment Period for &#147;Cause&#148;. For purposes of this Agreement, &#147;Cause&#148; means (i)&nbsp;an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at
the expense of the Company, (ii)&nbsp;repeated violations by the Executive of the Executive&#146;s obligations under Section&nbsp;4(a) of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably
willful and deliberate on the Executive&#146;s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt
of written notice from the Company or (iii)&nbsp;the conviction of the Executive of a felony involving moral turpitude. The Company shall provide the Executive with 30 days written notice of any determination of Cause and provide the Executive, for
a period of 30 days following such notice, with the opportunity to appear before the Board, with or without legal representation, to present arguments and evidence on his behalf and following such presentation to the Board, the Executive may only be
terminated for Cause if the Board (excluding the Executive if he is a member of the Board), by unanimous consent reasonably determines in good faith that his actions did, in fact, constitute for Cause. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Good Reason</U>. The Executive&#146;s employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of
this Agreement, &#147;Good Reason&#148; means: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) the assignment to the Executive of any duties materially inconsistent
with the Executive&#146;s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section&nbsp;4(a) of this Agreement, or any other action by the Company which results in a
material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) any failure by the Company to comply with any of the provisions of Section&nbsp;4(b)
of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) the Company&#146;s requiring the Executive to be based at any office or location other than that described in
Section&nbsp;4(a)(i)(B) hereof; </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) any purported termination by the Company of the Executive&#146;s employment
otherwise than as expressly permitted by this Agreement; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) any failure by the Company to comply with and satisfy
Section&nbsp;11(c) of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>Notice of Termination</U>. Any termination by the Company for Cause or by the Executive for
Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section&nbsp;13(b) of this Agreement. For purposes of this Agreement, a &#147;Notice of Termination&#148; means a written notice which
(i)&nbsp;indicates the specific termination provision in this Agreement relied upon, (ii)&nbsp;to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive&#146;s
employment under the provision so indicated and (iii)&nbsp;if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen days after the
giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company
hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive&#146;s or the Company&#146;s rights hereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(e) <U>Date of Termination</U>. &#147;Date of Termination&#148; means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided however, that (i)&nbsp;if the
Executive&#146;s employment is terminated by the Company other than for Cause, death or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (ii)&nbsp;if the Executive&#146;s
employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. <U>Obligations of the Company upon Termination</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) <U>Death</U>. If the Executive&#146;s employment is terminated by reason of the Executive&#146;s death during the Employment Period, this Agreement shall terminate without further obligations to the
Executive&#146;s legal representatives under this Agreement, other than for (i)&nbsp;payment of the sum of the following amounts: (A)&nbsp;the Executive&#146;s Annual Base Salary through the Date of Termination to the extent not theretofore paid,
(B)&nbsp;the product of (I)&nbsp;the Highest Annual Bonus and (II) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (C)&nbsp;the Special Bonus,
if due to the Executive pursuant to Section&nbsp;4(b)(iv), to the extent not theretofore paid, and (D)&nbsp;any accrued and unpaid Annual Bonus amounts, compensation or vacation pay, in each case, to the extent not yet paid by the Company (the
amounts described in subparagraphs (A), (B), (C)&nbsp;and (D)&nbsp;are hereafter referred to as &#147;Accrued Obligations&#148; and shall be paid to the Executive&#146;s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of
the Date of Termination), (ii)&nbsp;any other benefits or compensation payable under any employee benefit plan in accordance with the applicable plans&#146; terms, including, without limitation, any non-qualified plan or SERP; (iii)&nbsp;for the
remainder of the Employment Period, or such longer period as any plan, program, practice </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">or policy may provide, the Company shall continue benefits to the Executive and/or the Executive&#146;s family at least
equal to those which would have been provided in accordance with the applicable plans, programs, practices and policies described in Section&nbsp;4(b)(v) and (vi)&nbsp;of this Agreement as if the Executive&#146;s employment had not been terminated
in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the one year period immediately
preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such continuation of such benefits for the
applicable period herein set forth shall be hereinafter referred to as &#147;Welfare Benefit Continuation&#148;) (for purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies,
the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period), and (iv)&nbsp;payment to the Executive&#146;s estate or beneficiary, as applicable, in a lump sum
in cash within 30 days of the Date of Termination of an amount equal to the sum of the Executive&#146;s Annual Base Salary and the Highest Annual Bonus. Subject to the provisions of Section&nbsp;9 hereof, but, otherwise, anything herein to the
contrary notwithstanding, the Executive&#146;s family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Company and any of its affiliated companies to surviving families of peer executives of the
Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect with respect to other peer executives and their families at any time during the one year period
immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive&#146;s family, as in effect on the date of the Executive&#146;s death with respect to other peer executives of the Company and its affiliated
companies and their families. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Disability</U>. If the Executive&#146;s employment is terminated by reason of the Executive&#146;s
Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i)&nbsp;payment of the Accrued Obligations (which shall be paid in a lump sum in cash within 30 days of the Date of
Termination), (ii)&nbsp;the timely payment and provision of the Welfare Benefit Continuation, and (iii)&nbsp;payment to the Executive in a lump sum in cash within 30 days of the Date of Termination of an amount equal to the sum of the
Executive&#146;s Annual Base Salary and the Highest Annual Bonus. In addition, the Company shall transfer to the Executive the insurance policy written with respect to the Executive under the Company&#146;s Group Term Life Insurance Policy for
Executive Officers and the right to the full cash surrender value thereof. Subject to the provisions of Section&nbsp;9 hereof, but, otherwise, anything herein to the contrary notwithstanding, the Executive shall be entitled after the Disability
Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs,
practices and policies relating to disability, if any, as in effect with respect to other peer executives and their families at any time during the one year period immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive&#146;s family, as in effect at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Cause, Other than for Good Reason</U>. If the Executive&#146;s employment shall be terminated by
the Company for Cause or by the Executive other than for Good Reason (and other than by reason of his death or disability) during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the
obligation to pay to the Executive Annual Base Salary through the Date of Termination. In such case, such amounts shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Executive shall, in such event,
also be entitled to any benefits required by law that are not otherwise provided by this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>Good Reason; Other Than for
Cause or Disability</U>. If, during the Employment Period, the Company shall terminate the Executive&#146;s employment other than for Cause, death or Disability, or if the Executive shall terminate employment under this Agreement for Good Reason:
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate
of the following amounts: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">A. all Accrued Obligations; and </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">B. the Special Bonus, to the extent not previously paid or accrued (for purposes of clarification, i.e., not included in Accrued
Obligations), as calculated in accordance with Section&nbsp;4(b)(iv) herein; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) the Company shall timely pay and provide
the Welfare Benefit Continuation; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical or other welfare
benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(iii) the Company shall transfer to the Executive the insurance policy written with respect to the Executive under the Company&#146;s Group Term Life Insurance Policy for Executive Officers and the right to the full
cash surrender value thereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <U>Change of Control Payment</U>. Upon a Change of Control, the Company shall pay the Executive the
following: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) a lump sum amount in cash within 30 days after the Effective Date equal to the (such amount shall be
hereinafter referred to as the &#147;Change of Control Payment&#148;) to the product of (X)&nbsp;three (3)&nbsp;multiplied by the sum of (i)&nbsp;(Y)&nbsp;the Annual Base Salary for the fiscal year immediately preceding the Effective Date and
(ii)&nbsp;Highest Annual Bonus; and </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) notwithstanding any other provisions to the contrary contained herein or in any
option agreement, restricted stock agreement or other equity compensation agreement, between the Company and the Executive, or any stock option, restricted stock or other equity compensation plans sponsored by the Company, unless such agreement or
plan expressly references and supercedes this Agreement, then all unvested options, restricted stock or stock appreciation rights which Executive then holds to acquire securities from the Company shall be immediately and automatically exercisable as
of the Effective Date, and the Executive shall have the right to exercise any such options or stock appreciation rights for a period of one year after the Date of Termination; provided, however, that this acceleration of vesting shall not apply to
the restricted stock units issued to Execution pursuant to the Retention Agreement (as defined below), which shall vest in accordance with the terms therein. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">7. <U>Non-exclusivity of Rights</U>. Except as provided in Section&nbsp;6, nothing in this Agreement shall prevent or limit the Executive&#146;s continuing or future participation in any benefit, bonus, incentive or
other plans, programs, policies or practices, provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any
other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated
companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Full Settlement</U>. (a)&nbsp;The Company&#146;s obligation to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section&nbsp;6(d)(ii), such amounts shall not be reduced whether or not the
Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the
amount of any payment pursuant to this Agreement, unless a court of competent jurisdiction determines that the Executive made such effort in bad faith), plus in each case interest at the rate of 12%&nbsp;per annum compounded annually. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) If there shall be any dispute between the Company and the Executive (i)&nbsp;in the event of any termination of the Executive&#146;s employment by
the Company, whether such termination was for Cause, or (ii)&nbsp;in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay
all amounts, and provide all benefits, to the Executive and/or the Executive&#146;s family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section&nbsp;6(d) as though such termination were
by the Company without Cause, or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amount pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the
Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9. <U>280G
Protection</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) If any amounts payable under, or benefits resulting from, this Agreement or any other plan or other compensation are
subject to the excise tax imposed under Internal Revenue Code Section&nbsp;4999 (the &#147;Code&#148;) on &#147;excess parachute payments&#148;, the Accounting Firm (as defined below) will in good faith compute the excise tax imposed under Code
Section&nbsp;4999 (the &#147;Excise Tax&#148;) and Company shall pay that amount to the Executive, including any federal, state, local and excise taxes imposed on the foregoing payment under this Agreement assuming the Executive is in the highest
applicable marginal tax rate. The effect of such calculation will be to provide the Executive with a payment under this Agreement that is economically equivalent to the payment he would have received but for the imposition of the excise tax. The
calculations under this Section&nbsp;9 will be made in a manner consistent with the requirements of Code Sections 280G and 4999, as in effect at the time the calculations are made. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) All determinations required to be made under this Section&nbsp;9 shall be made by the Company&#146;s auditing firm immediately preceding the
Effective Date, unless such firm shall be the accounting firm of the individual, entity or group effecting the Change of Control or any affiliate of the Company at the Date of Termination, in which case such determinations shall be made by an
accounting firm of national standing agreed to by the Company and the Executive, or, if the Company does not so agree within 10 days of the Date of Termination, such an accounting firm shall be selected by the Executive (the &#147;Accounting
Firm&#148;) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the date such firm is selected or such earlier time as is requested by the Company and an opinion to the Executive that
he has substantial authority not to report any Excise Tax on his Federal income tax return with respect to any Agreement Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. Within five
business days of the determination by the Accounting Firm as to the Reduced Amount, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) As a result of the uncertainty in the application of Section&nbsp;280G of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Agreement Payments will have been made by the Company which should not have been made (&#147;Overpayment&#148;) or that additional Agreement Payments which will not have been made by the Company could have been made
(&#147;Underpayment&#148;), in each case, consistent with the calculations required to be made hereunder. In the event that the Accounting Firm, based upon the assertion </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">of a deficiency by the Internal Revenue Service against the Executive which the Accounting Firm believes has a high
probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan <I>ab initio</I> to the Executive which
the Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that the Accounting Firm, based upon controlling precedent or other substantial authority,
determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the rate of 12%&nbsp;per annum compounded annually. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>Confidential Information</U>. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive&#146;s employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive&#146;s employment with the Company,
the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated
by it. In no event shall an asserted violation of the provisions of this Section&nbsp;10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. <U>Successors</U>. (a)&nbsp;This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable
by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive&#146;s legal representatives. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The Company shall
provide written evidence to the Executive to document compliance with the foregoing sentence within ten (10)&nbsp;business days of the Effective Date. As used in this Agreement, &#147;Company&#148; shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. In addition, the Executive shall be entitled, upon exercise of any outstanding stock options or stock
appreciation rights of the Company, to receive in lieu of shares of the Company&#146;s stock, shares of such stock or other securities of such successor as the holders of shares of the Company&#146;s stock received pursuant to the terms of the
merger, consolidation or sale. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">12. <U>Compliance With Section&nbsp;409A of the Internal Revenue Code</U>. To the extent applicable, it
is intended that this Agreement comply with the provisions of Section&nbsp;409A of the Internal Revenue Code (hereinafter referred to as &#147;Section 409A&#148;). This Agreement shall be administered in a manner consistent with its intent, and any
provision that would cause the Agreement to fail to satisfy Section&nbsp;409A shall have no force and effect until amended to comply with Section&nbsp;409A. Notwithstanding any provision of this Agreement to the contrary, in the event any payment or
benefit hereunder is determined to constitute non-qualified deferred compensation subject to Section&nbsp;409A, then to the extent necessary to comply with Section&nbsp;409A, such payment or benefits shall not be made, provided or commenced until
six (6)&nbsp;months after the Executive&#146;s &#147;separation from service&#148; as such phrase is defined for the purposes of Section&nbsp;409A. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">13. <U>Miscellaneous</U>. (a)&nbsp;This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If to the Executive: </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If to the Company: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Hologic,
Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">35 Crosby Drive </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Bedford, Massachusetts 01730-1401 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Attention: Chief Executive Officer </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when actually
received by the addressee. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) The Company may withhold from any amounts payable under this Agreement such
Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) The Executive&#146;s or the Company&#146;s failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) This Agreement contains the
entire understanding of the Company and the Executive with respect to the rights and other benefits that the Executive shall be entitled during the Employment Period, and in connection therewith shall supersede all prior oral and written
communications with the Executive with respect thereto, including without limitation any and all rights and benefits the Executive may have under the Original Change of Control Agreement and Company&#146;s separation policy (as it may be amended
from time to time) or separation agreement, if any, previously executed by and between the Company and the Executive; provided, however, that the Retention and Severance Agreement executed by and between the Company and Executive on or about
May&nbsp;3, 2006 (the &#147;Retention Agreement&#148;), Employee Intellectual Property Rights and Non-Competition Agreement, option agreement or other employment agreement by and between the Company and Executive shall remain in full force and
effect and if the Company&#146;s separation policy or the Retention Agreement would provide greater benefits to the Executive than this Agreement, then the Executive may elect to receive benefits under the Company&#146;s separation policy or
Retention Agreement in lieu of the benefits provided hereunder. Nothing herein shall affect the application of the Company&#146;s separation policy prior to the Effective Date. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the
Company, prior to the Effective Date, the employment of the Executive by the Company is &#147;at will&#148; and may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive&#146;s
employment with the Company terminates, then the Executive shall have no further rights under this Agreement. Notwithstanding anything contained herein, if, during the Employment Period, the Executive shall terminate employment with the Company
other than for Good Reason, the Executive shall have no liability to the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, the Executive has hereunto set his
hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. </FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">HOLOGIC, INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">EXECUTIVE</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
</TABLE></DIV>

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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Schedule to Amended and Restated Change of Control Agreement </B></FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The following is a list of our officers who are party to the Agreement, the form of which is filed herewith: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Robert A. Cascella </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman"
SIZE="2">John W. Cumming </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Glenn P. Muir </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Jay A. Stein </FONT></P>
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