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Exhibit 10.1
 ANALOGIC CORPORATION
 KEY EMPLOYEE STOCK BONUS PLAN
DATED MARCH 14, 1983
AND AMENDED JANUARY 27, 1988
 Purposes
 Administration. ,
 Reservation of Shares.
 Participants.
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Consideration for Shares Issued Under the Plan
 Time for Issuance of Shares
 Restrictions
 (a)
    
    Each Participant will be the record and beneficial owner of the shares issued
to him under the Plan and except as provided herein shall be entitled to all of the
rights of such ownership including, without limitation, the right to vote such shares and to receive ordinary cash dividends thereon. However, shares of Common Stock issued
to a Participant under the Plan and any money or property (other than ordinary cash
dividends), stock or securities distributed with respect to or exchanged for those
shares (hereinafter all of the foregoing being collectively called the shares) shall not be sold, transferred, pledged or otherwise hypothecated (all of the foregoing events being hereinafter called a disposition) except as provided herein. Any such
attempted disposition, except as provided herein, shall result in an immediate
forfeiture to the Company of the shares. During the period which restriction upon
dispositions apply and the shares are held in escrow by the Company, the Committee
will exercise all rights which attach to these shares so as to preserve the benefits
associated with these shares as shall appear to the Committee are in the best
interests of the Participant. The Committee shall not be liable in any way for
good-faith action taken in this regard and the Participant agrees by acceptance of the shares to hold the Committee harmless for any actions so taken.(b)
    
    Subject to the provisions of paragraphs (c)and (d), restrictions on the
disposition of the common shares shall, at the time of grant and thence for a period
of three years, apply to 100% of the number of shares granted. For each year then
following the aforementioned three-year period, the restrictions upon disposition of
25% of such shares (and any shares relating thereto) shall lapse, provided always that
the Participant remain in the continuous full-time employ of the Company.(c)
    
    Notwithstanding the foregoing provisions of this Paragraph 7, the Board of
Directors may, upon the recommendation of the Committee, impose a different lapse
schedule at the time shares are awarded under the Plan or may accelerate a lapse
schedule at any time thereafter as to shares for which the restrictions upon
disposition have not lapsed, and in either such event such different or modified lapse
schedule shall control for all purposes under the Plan.(d)
    
    In the event that the Participant ceases to be an employee of the Company for
any reason, including death or disability, all shares as to which the restrictions
upon disposition have not been lapsed in accordance with subparagraph (b) or (c) of
this Paragraph 7 shall be forfeited immediately to the Company.
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Forfeiture
 Conditions to Grant of Shares
 Dilution or other Adjustments
 Merger, Consolidation or Sale of the Companys Assets ipso facto
 Nonassignability
 Amendments
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Interpretation
 Effective Date
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