Hologic, Inc. 2010 Short-Term Incentive Plan



 Exhibit 10.1 
 HOLOGIC, INC. 
 2010 HOLOGIC SHORT-TERM INCENTIVE
PLAN 
 (the “STIP”) 
 Performance-Based Compensation 
 Reference is made to the Hologic, Inc. 2008
Equity Incentive Plan previously approved by the Company’s Stockholders (the “2008 Plan”). It is intended that the awards granted hereunder (the “Awards”) qualify, to the extent consistent therewith, as Annual Incentive
Awards under Section 7 of the 2008 Plan and, to the extent applicable, “performance-based compensation” under Section 162(m) of the Internal Revenue Code. Without limiting the foregoing, it is further intended that if all or a
portion of an Award to any participant does not so qualify (either as an Annual Incentive Award or performance based compensation), it shall not effect the qualification of that portion of an Award that would otherwise so qualify, or otherwise
reduce a participant’s Award hereunder. The terms and conditions of the 2008 Plan shall apply to any Award, or portion thereof, that shall qualify as an Annual Incentive Award thereunder. 
 Administration 
 The STIP will be
administered by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). The Compensation Committee, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and
repeal rules relating to the STIP and to interpret and correct the provisions of the STIP and any Award. The Compensation Committee shall have authority, subject to the express limitations of the STIP and the 2008 Plan, (i) to construe and
determine the respective Awards and the STIP, (ii) to prescribe, amend and rescind rules and regulations relating to the STIP and any Awards, (iii) to determine the terms and provisions of the respective Awards, which need not be
identical, (iv) to create sub-plans hereunder necessary to comply with laws and regulations of any foreign country in which the Company may seek to grant an Award, and (v) to make all other determinations in the judgment of the
Compensation Committee necessary or desirable for the administration and interpretation of the STIP. The Compensation Committee may correct any defect or supply any omission or reconcile any inconsistency in the STIP or Award in the manner and to
the extent it shall deem expedient to carry the STIP or any Award into effect and it shall be the sole and final judge of such expediency. All decisions by the Compensation Committee shall be final and binding on all interested persons. Neither the
Company nor any member of the Compensation Committee shall be liable for any action or determination relating to the Plan. 
 To the extent
permitted by applicable law, the 2008 Plan or the listing standards of any exchange upon which the Company’s Common Stock may be listed, the Committee may delegate any or all of its powers under the STIP, as it relates to the determination of
Awards and eligibility under the STIP (other than Awards made to executive officers), to one or more committees or subcommittees of the Compensation Committee or the Board, or to one or more executive officers of the Company; provided, however, that
unless otherwise expressly provided, no such delegation of authority shall limit the Compensation Committee’s discretionary authority to alter the amount or payment of any Award to any participant as set forth herein. 







 Eligibility 
 Unless otherwise determined by the Compensation Committee, which retains sole discretion of change eligibility under the STIP, the eligible participants under the Plan shall include the Company’s
officers, vice presidents, operational directors, managers and such other employees that have been identified by management as key contributors. Notwithstanding anything to the contrary in the foregoing, unless otherwise approved by the Compensation
Committee, participants shall not include persons, including officers, who are otherwise participating in a Company commission-based plan. 
 Targets 
 Subject to the discretion of the Compensation Committee as set forth herein, targeted payout levels (“Targeted
Payout Levels”) will be achieved at a combination of corporate, divisional and/or individual goals established for each participant, as well as discretionary allocations established by the Committee. A participant’s bonus components and
the weighting of those components are determined by such participant’s title and/or role. 
 Funding 
 A bonus pool will be estimated based upon the Company’s anticipated achievement of the Targets established for the STIP and any discretionary
allocations or adjustments as determined by the Compensation Committee in its discretion. On a quarterly basis, the Company will provide guidance to the Compensation Committee for adjustments to the estimates based on current employee population
data and other financial considerations. It is understood that any estimates may be subject to future adjustments at the discretion of the Compensation Committee. The Company shall not have any obligation to establish any separate fund or trust or
other segregation of assets to provide for payments under the STIP. 
 Maximum and Minimum Bonus Payout; Committee Discretion 

The maximum bonus payouts will be 200% of Targeted Payout Levels (e.g., a participant with a Targeted Payout Level of 60% of annual base salary target
would be eligible for a 120% payout). The Compensation Committee reserves the right, in its sole discretion, to increase or decrease any bonus payouts to any participant under the STIP, regardless of the level of bonus targets that have been
achieved (or bonus levels that have been estimated), including, without limitation, to increase an individual bonus payout amount to exceed the 200% maximum for individual performance, or to provide for no bonus payout to a participant even through
one or more targets under the STIP have been achieved. Neither the STIP, nor any action taken pursuant to the STIP, will be construed as giving any employee any right to continued employment with the Company or any of its subsidiaries.