exv10w31



 






EXHIBIT 10.31




	 	 	 
	Date:
	 	 
	 
	 	 
	To:
	 	 
	 
	 	 
	From:

	 	John J. Millerick
	 
	 	 
	 





NOTIFICATION OF STOCK GRANT



You are hereby notified that
on ___ the Board of Directors of Analogic Corporation voted to
grant to you Amount Shares Common Stock of the Corporation under the Key Employee Stock
Bonus Plan dated October 12, 2000 (the “Plan”), as amended.



In accordance with the terms of this Plan, you are requested to sign the attached Non-Competition
Agreement, following which stock certificates representing the shares of this Grant will be
executed in your name. These certificates will be held in escrow by the Company until such time as
restrictions upon your disposition of these shares shall lapse. The restrictions, as to the first
25% of these shares, shall lapse on ___. For each of the three (3) years then following
___ the restrictions upon disposition of 25% of such shares shall lapse. At the time that
the restrictions upon your disposition of shares shall lapse, under present Internal Revenue
Regulations, certain federal and state income taxes will be due.



Attached hereto is the Plan Prospectus (with the Plan itself attached as Exhibit A). The Plan sets
forth the terms and conditions of this Grant. By signing this document, the recipient agrees to
accept the Grant of the above mentioned shares of Analogic Common Stock in accordance with all
terms and conditions of the Plan.




 









 







Page 2



Please sign each Notification of Stock Grant and the Non-Competition Agreement, keep one copy of
the signed Notification of Stock Grant for your files, and return both a signed Notification of
Stock Grant and the Non-Competition Agreement to:




	 	 	 
	 

	 	John J. Millerick
	

	 	Chief Financial Officer and Treasurer
	

	 	Analogic Corporation
	

	 	8 Centennial Drive
	

	 	Peabody, MA 01960






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ANALOGIC CORPORATION
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 
	 	By:	 	 
	

	 	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	John J. Millerick
	

	 	 	 	 	 	 	 	Senior Vice President and
	

	 	 	 	 	 	 	 	Chief Financial Officer






 









 






NON-COMPETITION AGREEMENT



The undersigned, NAME, an employee of Analogic Corporation, a United States corporation
with its principal place of business in Peabody, MA (hereinafter referred to as the “Company”), in
consideration of the transfer of shares of the company’s Common Stock to the undersigned under and
in accordance with the provisions of the Key Employee Stock Bonus Plan dated October 12, 2000, as
amended, and for other good and valuable consideration, the receipt whereof is hereby acknowledged,
hereby covenants and agrees with the Company that, during the period of one (1) year commencing
with the date of the cessation of his employment by the Company, however caused, whether
voluntarily or involuntarily, the undersigned will not accept an identical or substantially similar
position to that held by him at the Company immediately prior to the cessation of his employment
with the Company with any business (including without limitation any business conducted by a
person, firm, association, or corporation) that is directly competitive with the business of the
Company or otherwise have any material investment or interest in any such business.



If the Company shall merge or consolidate with any corporation and the Company shall not be the
surviving corporation or if the Company shall sell or exchange substantially all of its assets, or
if more than 40% of the voting securities of the Company shall be beneficially owned (directly or
indirectly) by any other entity, the obligations of the undersigned to the Company under this
instrument shall ipso facto terminate and be of no further effect whatsoever.



Notwithstanding the provisions of the first paragraph of this Agreement, in the event that the
employment of the undersigned by the Company shall terminate prior to retirement and such cessation
of employment shall in no way be attributable to either the resignation (or other voluntary act) of
the undersigned or the fault (or conduct) of the undersigned, the undersigned may apply to the
Stock Plan Committee (the “Committee”) appointed to administer the aforesaid Stock Bonus Plan for a
termination of the obligations of the undersigned under this instrument, and, in such event, upon a
determination by the Committee that such cessation of employment of the undersigned was in no way
attributable to either the resignation (or other voluntary act) of the undersigned or the fault (or
conduct) of the undersigned, all of the obligations of the undersigned of the Company under this
instrument shall terminate on the effective date of any such determination by the Committee. Any
determination made by the Committee with respect to any such application by the undersigned shall
be conclusive and binding upon both the Company and the undersigned.



The obligations of the undersigned hereunder shall expire in any event five (5) years from the date
hereof.



This instrument shall be construed in accordance with the laws of the Commonwealth of Massachusetts
and shall take effect as an instrument under seal as of the day and year shown below.




	 	 	 	 	 
	DATE:
	 	 	 	 
	 	 	

	

	 	By: