EX-10.55 10 holx_q4x2014xex1055.htm EXHIBIT 10.55
Exhibit 10.55
SENIOR VICE PRESIDENT SEVERANCE AGREEMENT
TH I S AGREEMENT mad e as o f the 3rd day of October, 2014, by and between
Hologic, In c., a De l aware corporation, and Thomas A. West (the "Exec uti ve").
WHEREAS, the Board of Directors (the "Board") of the Company (as hereinafter defined) recognizes that the possibility o f a termination w ith out Cause (as here i nafter defined), can create sig nificant distractio n s for its ke y mana ge ment personnel becau se of the unc e rtaintie s inherent in such situations;
WHEREAS, the Board ha s determined that it is essential and in the be s t intere s t of the Company and its stockho l ders to retain the services of the Executive, in general, and particularl y in the event of a threat o r the occurrence of a change i n contro l and to ensure his or her continued and full attention, dedication and efforts in suc h event without undue concern for his or her per sona l financial and employment security; and
WHEREAS, in or der to induce the Execut i ve to remain in the employ of the Company, in ge n era l, and particularly in the event of a threat or the occurrence of a change i n contro l, the Company desires to enter into this Agreement with the Executive to provide the Executive with severa n ce benefits in the event his or her employment i s terminated in certain ci r cumstances in accordance w ith the term s and conditions set forth herein.
N OW, THEREFORE, in co n s ideration of the re spect ive agreements of the parties contained herein, it is agreed as follows:
l. TERM OF AGREEMENT. This Agreement s hall commence as of the date hereof, and shall continue in effect until Executive's employment with Company terminate s.
2. DEFINITIONS.
2.1 ACCRUED COMPENSATION. For purposes of this Agreement, "Accrued
Compensation" shall mean an amount which sha ll include a ll amounts earned o r accrued
throu g h the "Termination Dat e" (as hereinafter defined) but not pa i d as of the Terminat ion Date, including (i) base sa lary, (ii) reimbursement for reasonable and necessary bu si ne ss expenses in cu rred by the Executive on behalf of the Company, pur s uant to the Company's expense reimbursement poli cy in effect at suc h time, during the period end in g on the Termination Date, and (iii) vacation pay.
2.2 BASE SALARY. For purpo ses of thi s Agreeme nt, "Base Salary" sha ll mean the greater of the Executive's ann ual base sa l ary (a) at the rate in effect on the Termination Dat e or (b) at the highe st rate in effect at any time during the ninety (90) day period prior to the Termination Date, and s hall i n clude all amounts of his or her Base Salary that are deferred at the election of the Executive u nder the qualified and non-qualified employee benefit plans of the Company or any other agreement or arra n gement. For avoidance of doubt, Base Sa l ary sha ll not include any bonus or portion thereof def erred under the Co mpan y's Bo n us Deferral Pr og r a m.
2.3 BONUS AMOUNT. For purpose s of this Agreement, "Bonus Amount" s hall mean the a ve r age of the annual bonuses (excluding any bonu ses deferred under the Company's Bonus Deferra l Program or under any spec ial bonus pro g ram) paid or that has been earned and accrued but unpaid, in each case under the Company’s Short Term Incentive Plan, during the three full fiscal years ended prior to the Date of Termination. Notwithstanding the foregoing sentence, any bonus electively deferred by the Executive pursuant to a qualified or non-qua lifi ed p l an s hall be i n c l uded i n the Bonus Amount. Fo r purposes of this Agreement, Bonu s Deferral Program sha ll be any deferral Plan or Pro gra m adopted by the Co mpany's Board of Directors that provides for a non-elective deferral of the Exec uti ve's Annual Bonus.

2.4 CAUSE. The Company may termin ate the Executive's employment during the Term of this Agreement for "Cause". For purposes of this Agreement, "Cause" mean s (i) a n act or acts of perso n al dis h onesty taken by the Executive a nd intended to resu lt in substant ial persona l enrichment of the Executive at the expense of the Company; (ii) material vio l ation of the Company's Code of Conduct, and oth e r Company Codes of Conduct or policies and procedures that are applicable to the Executive; or (iii) the conviction of the Executive of a fe l o ny in volv ing moral turpitude. The Company sha ll provide the Executive with 30 day s written notice of any determination of Cause and provide the Executive, for a period of 30 day s fo ll owing suc h notice, with the opportunity to appear before the Board, with or wi thout l egal representation, to present arg ument s and evidence on his or her beha l f and following suc h pre sen tation to the Board, the Executive may only be terminated for Cause if the Board (excluding the Executive if he i s a member of the Board), by a vote of not les s than 75% of the independent directors (determined i n accordance with the corporate li sti n g standards of the Nasdaq Nationa l Market and the applicable rul es and regulations of the Commission) det erm ining that his or her actions did, in fact, c onstitute for Cause.
2.5 COMPANY. For purpo ses of this Agreement, "Company" sha ll mean Hologi c, Inc. and s hall include its "Successors and Assigns" (as hereinafter defined).
2.6 DISABILITY. Fo r purposes of thi s Agreement, "Di sa b ili t y" s hall mean a phy s i ca l or mental infirmity which impair s the Executive's ability to subs tantially perform his or her duties with the Company for a period of ninety (90) consecutive days, and th e Executive ha s not returned to his or her full time employment prior t o the Termination Date a s s tat ed in the "Notice of Term in ation" (as hereinafter defined).
2.7 GOOD REASON. For purposes of this Agreement, "Good Reason" shall mean:
a. Material diminution in the Executive's offices, titles and reporting requirement s, aut ho rity, duties or responsibilitie s as in effect at any time i n the ninety (90) days prior to Notice of Termination;
b. Reduction in the Executive's Base Salary or bonu s opportunity, unles s such reduc t ion is part of a compa n y-wide reduction in sa l ary and bonus opportunities for all s imil arly situated executives;
c. The Company requiring the Executive to be based at any office or location more than fifty (50) miles from the Company's headquarters as of the date hereof;
d. A n y purported termination by the Company of the Execut i ve's employment otherwise than for Cause; or
e. Any failure by the Company to comply with and satisfy Section 6 hereof.
2.8 NOTICE OF TERMINATION. For purposes of thi s Agreement, "Notice of Termination" shall mean (i) a written notice from the Company of term i nation of the Executive's employment wh i ch indica t es the specific term in ation provi s ion i n this Agreement relied upon, if any, and wh i c h sets forth in reasonable detail the facts and c ir cumstances claimed to provide a basis for termination of the Executive's emp loym ent under the provi sio n so i nd i cated; or (ii) a written n otice from the Execut i ve of his or her resignation for Good Rea so n, which indicate s the specific provision in Sec ti on 2.7 herein.
2.9 PRO RATA BONUS. For purposes of this Agreement, "Pro Rata Bonus" s hall mean an amount equal to the Bonu s Amount multiplied by a fraction th e numerator of which is the number of months worked in the fiscal year through the Termination Date and the denominator of which is 12. Any partial month s s hall be rounded to the n earest who l e numbe r using normal mathem a tical conve n t ion.
2.l0 SUCCESSORS AND ASSIGNS. For purposes of this Agreement, "Successors and Assigns" s hall mean a corporation or other entity acquiring all or substantia ll y a ll th e asset s and bu s ine ss of the Company (includi n g this Agreement) w h ether b y opera tion of l aw or otherwise.

2.11 TERMINATION DATE. For purpo s e s of thi s Agreement, "Termination Date" s hall mean in the case of the E xec utive's death, his or her date of death, in th e case of Good Rea so n, the la st day of his or her employment, and in all other cases, the date specified in the Notice of Termination; provided, however, that if the Executive's emp l oyment is terminated by the Company for Cause or due to Disability or by the Executive for Good Reason, the date s pecified in the Notice of Term inati on s hall be at l east 30 days from the date the Notice of Termination i s g i ven to the Exec uti ve, provided that in the case of Di sa bility the Execut i ve shall not have returned to the full-time performance of his or her duti es during s uch period of at l east 30 day s.
3. TERMINATION OF EMPLOYMENT. If, during the term of this Agreeme n t, the Executive's emp l oyme n t with the Company is terminated, then the Execut i ve s hall be ent itl ed to the following compensation and benefits:
a. If the Exec uti ve's emp l oyment with the Co mpany s hall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive's death, or (3) by the Execut i ve othe r than for Good Rea so n, the Company s h all pay to the Executive the Accrued Co mp ensat ion only.
b. I f the Exec utive's emp l oyment with the Company s hall be termin ate d by Co mp a n y without Cause or by the Execut i ve for Good Reason (as defined in Section 2.7. then the Executive sha ll be entitled to each and a ll of the following:

i. | The Company shall pay the Executive all Accrued Compensation;

ii. | The Compa n y s hall pay the Executive a Pro R at a Bonu s;

iii. | The Company shall continue to pay the Executive his or her Base Salary for the period of fifteen (15) months from the Termination Date in accordance with its normal payroll practices and subject to applicable tax withholding; provided, however, that if the Company determines that such payments would constitute deferred compensation within the meaning of Section 409A of the Code, then the Executive agrees to the modifications with respect to timing of such payments in accordance with Section 10 hereof; and

c. T h e Amounts pro v i ded for in Sec t ions 3(a) and 3(b)(i) (sha ll be paid in a s ingle lump sum cash payment within five (5) business days after the Execut i ve's Termination Date (or ea rli er, if required by app lic able law).
3.2 MITIGATION. The Executi v e s hall not be required to mitigate the amount of any payment provided for in this Ag r eement by seek ing other employment or otherwise and no s uch paym en t sha ll be offset or reduced by the amount of any compensation or benefits provided to the Executive in any s ubsequent e mployment.
3.3 OTHER SEVERANCE BENEFITS. Th e seve rance pay and benefits provided for in this Section 3 shall be in li eu of any other seve rance or termination pay to which the Executive may be entit led under any Company severance or termination plan, program, practice o r arrangeme n t. The Executive's e n t it lement to any other compensation or benefits s hall be determined in accordance with the Company's emp lo yee benefit plans and other app li cable programs, policies and practices then in effect.
3.4 DIVESTITURE OR SALE OF DIVISION. Notwithstanding any other provi s ion of thi s Agreement to the contrary, the termination of the Executive's employment with the Company in connection with the sa le, divestiture or other disp os ition of a Subsidiary or "Divi s ion" (as hereinaft er d e fined) (or part thereof) s hall not be deemed to be a termination of employment of the Executive for purposes of thi s Agreement provided, in the event s uch sale, divestiture or other di s position of a Subsidiary or Division, th e Company obtains an agreement from such purchaser or acquiror as contemplated in Section 6(c). The Executive s hall not be entitled to benefit s from the Company und e r this Agreement as a result of s uch sa le, divestiture, or other dispo sit ion, except in th e event of a su b seq uent

termin at ion of employment entitling Executive to a payment hereunder. "Division” shall mean a bu s ine ss unit or other substantial business operation within the Company that i s operated as a separa te profit center.
4. NOTICE OF TERMINATION. Any purported termination of the Executive's employment by the Company and/or the Employer sha ll be communicated by Notice of Termination to the Executive. For purpo ses of thi s Agreement, no-s uch purported termination sha ll be effective without suc h Not ice of Termination.
5. EXCISE TAX PAYMENTS
a. Notwi th stand ing anything con tained i n this Agreement to the contrary, to the extent th at the payments and benefits provided under thi s Agreement and benefit s provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payment s or benefits are collec tively referred to as the "Payment s") would be s ubject to the excise ta x (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 19 86, as amended (t he "Code"), the Payments sha ll be redu ced (but not below zer o) if and to the extent nece ss ary so that no Payment to be made or benefit t o be pro v ided to the Executive shall be s ubject to the Exc i se Tax (such redu ce d amount is her e inafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments, by first reducing or eliminating tho se payments or benefits which are not payabl e in cash and then by reducing or eliminating cash payments, in each case in rever se order beginning with payments or benefit s which are to be paid the farthest in time from the "Determination" (as hereinaft e r defined). Any notice give n by the Executive pur sua nt to the preceding se ntence sha ll take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.
b. An initial determination as to whether the Paym e nts shall be reduced to the Limited Payment Amount pursuant to the Plan and the amount of s uch Limited Payment Amount shall be made by an accounting firm at the Company's expense selected by the Company which is designated as one of the s i x large st accounting firm s in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and do cumentat ion, to the Co mpan y and th e Executive within five (5) days of the Ter mi nation Date, if app li cable, or suc h other time as requested by the Company or by the Executive (provided the Executive rea so nably believes that any of the Payments may be s ubject to the Excise Tax), and if the Accounting Firm determi n es that no Exci se Tax i s payable by the Executive with respect to a Payment or Payments, it sha ll furnish the Executive wi th an op ini o n, at the Company's expense, reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any s uch Payment o r Payments. Within ten (10) days of the delivery of the Determi n ation to the Executive, the Executive s hall h ave the ri gh t to dispute th e Determination (the "Dispute"). If there is no Dispute, the De t erminat i on shall be binding, fina l and co n clusive upo n the Company and the Executive s ubject to the application of Sectio n 5(c) b e low.
c. As a re su l t of the uncerta i nty in the application of Sections 4999 and 2800 of the Code, it i s p oss ible that the Payments to be made to, or provided for the benefit of, the Executive e i ther h ave been made or will not be made by the Company whic h, in either case, wi ll be i nconsistent wi th the limitation s prov i d e d in Section 5(a) (hereinaft e r referred to as an "Excess Payment" or "Underpayme nt", re s pectively). I f it i s es tabli she d pursuant to a final determination of a co urt, or an Internal Revenue Service (the "IRS") proceeding which h as been fina ll y and conclus i vely re so l ved, that an Exce ss Payme nt ha s been made, s uch Excess Payment shall be deemed for a ll purp oses to be a l oan to the Execut i ve made on the date the Exec utive received the Excess Payment and the Executive sha ll repa y the Excess Paym e nt t o the Company, o n d emand (but not l ess than thirty (30) days after written notice i s received by the Executive), toget h er wit h i n terest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the dat e of th e Executive's re ce ipt of such Exce ss Payment until the date of s uch repayment. In the event that it is determined by (i) the Accounting Firm, the Co mpan y (wh i ch sha ll i nclude th e position taken by the Company, or together with its conso lidated group, on its federa l income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the re so luti on to the Exe cutive's satisfact ion of the Di s pute, that an u n derpayment ha s occu rr ed, the Company s hall pay an amount equal to the Underpayment to th e Executive within thirty (30) day s of s uch determinati on or re so luti on, together w ith

interest on s uch amoun t at the App li cab l e Federa l Rate from the date s u ch amount would have been paid to the Executive until the date of payment.
d. Notwithstandi n g anything co nt ained in thi s Ag re emen t to th e co ntr ary, i n the event that, acco rdin g to the Determination, an Exc i se Tax wi ll be imposed on any Payment or Payment s, the Company sha ll pay to the app li cab l e governmen t t axing aut horiti es, as Excise Tax wi thh o ldin g, the a mount of the Exc ise Tax that the Company h as actually w i thheld from th e Paymen t or P ayme n ts.
6. SUCCESSORS: BINDING AGREEMENT.
a. This Agreeme n t sh all be b i nd i ng upon and s hall inure to the be n efit o f the Company, and its S ucce ss or s and Assigns, and the Co mpany sha ll require an y S u ccesso r s and Ass i g n s t o exp re ssly assume and agree to p e rf o rm this Agreement in the sa m e manner and to the same ex t e nt that t he Co mpan y would be r e quired to p erform it if no s uch s u cc ession o r a ss i g nmen t had taken place.
b. Ne i ther thi s Agreement n o r an y right or intere st hereunder s h all b e assignable or tran s ferable by th e Executive, his or her benefici a rie s or l egal repre se ntative s, except by w ill or by the la ws of d escent and di s tribution. Th i s Agreement s hall inu re to the benefit of and b e enforceab l e by th e Exec uti ve's p ersona l represe nt ative.
c. In th e eve nt th at a Subsidiary o r Divi s i o n (or p a rt there of) i s so ld, divested, o r otherwise disposed o f by the Com pan y s ub se qu e nt to o r i n c o n n ec t ion wi th a C hange in Co ntrol and th e Executive is offered employment by the purchaser or acquirer thereof, the Com p any shall require suc h purchaser or acquiror to ass ume, an d agr ee to perform, th e Company's oblig at io n s under thi s Agreement, in th e sa m e m a nn er, a nd to the s am e exte nt, that the Co mpany would b e requir e d to p e rform if no s uch ac quisition or purchase h ad taken place.
7. ARBITRATION. Any di s pute, controversy or claim arising ou t of or r e lating to thi s Agreement, or the br eac h, termination or inv a lidity hereof, (collective l y, a "Claim") s hall be se ttled by arbitrati on pursuant to the rul es o f the American Arbitr a t ion Association. Any s uch arbitration s hall b e co ndu cted by one arbitrator, with ex peri e n ce in th e matters covered by this Agreement, mutu a lly acceptab l e to the parti es. If th e parties are unable to agre e on the arb i trator w ithi n thirty (30) days of one part y giv i ng the o ther part y written notic e of intent to arbitrate a Claim, the American Arbitration Association s hall appoint an arbitrator w ith s uch qualifi c ation s to co nduct s uch arbi tra t ion. The decision of the arbitra t o r i n any suc h arb i trat ion s hall be conclus i ve and binding on the parti es. Any s uch arb itrati on s hall be conducted in Bos ton, Massachusetts, unle ss th e Executive consents t o a different l oca tion.
8. NOTIC E. For the purpo s es of this Agreement, notic es and a ll ot her co mmunic a tion s provided for in the Agreement (including the Notice of Term i nation) sha ll be in w ritin g and sha ll b e (i) de l ivered by h an d, ii) tran sm itt ed by fa cs imile or electronic mail with receipt confirmed, (iii) deliver e d by overnight courier serv ice with co nfirm ed rece ip t o r (iv) mailed by fir st c la ss U.S. m a il postage pre-pa id and registered or cert ifi e d, return r ec eipt r eq ue sted and addressed t o the respec ti ve ad dre sses la s t given by each party to the other, provid ed that all notice s to the Co mpany s hall be direct ed to the attent i o n of the Board w i t h a copy to the General Counsel of the Company. A ll not ices a nd com muni cat ion s sha ll b e deemed t o h ave been r ece ived on the date of d e livery thereof o r on th e third bu s iness d ay after the mailing thereof, except that n ot i ce of change of addr ess s h a ll b e effective only upon receipt.
9. NON-EX C LUSIVITY OF RIGHTS. Nothing in thi s Agreement s hall pre ve nt or limit the Exec uti ve's con tinuin g or futur e participation in any benefit, bonu s, incentive or othe r pl a n or progr a m provided by the Company (ex cept f o r any seve ran ce or termination policie s, plans, progr a m s or pra ct i ces) and for which the Executive ma y qu a lif y, nor s hall anything herein limit or r e du ce s uch ri g ht s as th e Ex ecutive may h ave und e r any other agreement s wi th the Co mp a n y (exce pt f or any severa n ce or te rmi nation agreement). Amo unt s w hi c h are vested be nefit s or which t he Exec uti ve i s o therwi se e ntitl e d to re ce ive und e r a ny pl a n or pro g ram of th e Co mpany s hall be payable in accordance w ith s uch plan or program, except as explicitly modified by thi s Agreeme nt.
10. 409A COMPLIANCE. Notw ith s t a ndin g a n y other p rov i s ion herein t o th e contrary, the Com pan y s hall make the payments required hereunder in compliance with th e r eq ui re m en t s of Sect i o n 4 09 A of the Code and any

interp re t ative guidance issued ther e und e r. The C omp any may, in it s so l e an d absolute discretion, d e l ay paym en t s hereund e r or make such other modifi c ation s with respe c t to the timing of p a yment s as it deem s n ecessa r y to comp l y w ith Sect i on 409A of the Code.
11. RELEASE. The Executive agrees that, w ith the exception of the Accrued
Compensation due to him in accord a nce with the term s hereund e r, that the payment of any seve rance under Sections 3(b)(ii) and (iii) is sub j ect to an d con diti oned upon th e execution and delivery by t he Executive to th e Company of a Se ttlem e n t and R elease Agreement (the "Re lea se Agre em e nt") in favor o f th e Co mpan y, its affili ates and th e ir respective officers, dir ectors, employees and agents in re spec t to th e Exec uti ve's employment w ith the Com pan y and the t e rmi nat i on thereof i n a fo rm s u i t ab le to th e Company and the expiration of any r evocat i on period provid ed f or und er the R e l ease Agreem e nt.
12. N O EMPLOYMENT RIGHT. Thi s Agree m e nt doe s n ot constitute, a nd s h a ll not be c on s trued to pr ov id e, any ass ur a n ce of co ntinuing employment. Executive's empl o yment with the Co mpany and of its Successors or Assigns i s "at will" and, subject to the te rm s an d co ndi t i o n s of thi s Agreeme n t, ma y be terminated b y Executive or th e Company at a n y time.
1 3. OTHER CHANGE IN CONTROL AGREEMENT. No twithstandin g anything he re i n to th e con trary, i f th e Execu ti ve i s a part y to a Cha n ge of Co ntr o l Agreeme n t with the Compa ny and s uch Agreement re s ults in the payment of ben efi t s to t h e Exec u tive as the r es ult of a change in co ntrol then the E xecutive s hall r ece ive no co mpen sat i o n hereunder.
14. MISCELLANEOUS. No provi s ion of this Agreement m ay be modified, waived or di sc h arg ed unl ess s u ch waiver, modifi ca tion or di sc harge i s agreed to in writing, s p ecify in g s u c h modifi cat ion, waiver o r discharge, and s i gne d b y th e Execut i ve and the Com p any. No waiver b y e ith er party hereto at any time of any breach b y th e othe r party heret o of, or compliance with, any condition or pro vis ion of thi s Agre e ment to be perf ormed b y s u c h other party sha ll b e deemed a waive r of si milar or dissimilar p rovisio n s or co nd i t ions at the s am e o r at an y prior or s ub se quent tim e.
15. GOVERNING LAW. Thi s Agreement s hall be governed by and construed a nd enforced i n acco r dance w ith the law s of the Com m onwea lth of Massachusetts without giving effect to th e conflict of la ws prin c iple s th ereof. Any action brought b y any party to this Agreeme nt to enforce an y decision of an arbitrator made as contemplated in Section 8 above s hall b e brought and m aintain e d in a court of co mpetent jurisdiction in the Commonwe a l th of Massachusetts.
16. SEVERABILITY. The pro v i s i ons of thi s Agreement sha ll b e deemed severab le, an d the in valid i ty o r u nenfo r ceabi li ty of a n y provision s hall not affect th e v ali d it y o r enforceabi l i ty o f th e other pr ov i s i ons h ereof.
1 7. ENTIRE AGREEMENT. Thi s Agreement cons titut es th e entire agree men t between th e parties hereto and supersedes all prior severa n ce agreements, if any, understandin gs and arrangements, oral or written, between the p arties hereto with resp ect to the subject matter h e r eo f, provided, however, that any Change of Con trol Agreement, option agreem e nt, Assignment of Int e ll ec tu a l Property and No n-Compe tition Agreement s h a ll remain in full force and effect.
IN WITNESS WHEREOF, the Compa n y ha s caused this Agreement t o be exec uted b y i t s duly au thori ze d officer and the Exec u t i ve ha s executed thi s Agreement as of the day and year fir s t above written.
Hologic, Inc.

By: | /s/ Holly Lynch |  |  |
Date: | August 12, 2014 |  |  |
Title: | SVP, Human Resources |  |  |
Executive |  |  |
/s/ Thomas A. West |  |  |
Thomas A. West |  |  |
Date: | August 21, 2014 |  |  |