Unassociated Document


    Exhibit
      10.1

    ANALOGIC
      CORPORATION

    NONQUALIFIED
      DEFERRED COMPENSATION PLAN

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANALOGIC
      CORPORATION

    NONQUALIFIED
      DEFERRED COMPENSATION PLAN

    


    Table
      of
      Contents

    
      	
               

            	
              Page

            
	
              Article
                1 - Definitions

            	
              1

            
	
              1.1

            	
              Account

            	
              1

            
	
              1.2

            	
              Administrator

            	
              1

            
	
              1.3

            	
              Board

            	
              1

            
	
              1.4

            	
              Bonus

            	
              1

            
	
              1.5

            	
              Change-in-Control

            	
              1

            
	
              1.6

            	
              Code

            	
              2

            
	
              1.7

            	
              Compensation

            	
              2

            
	
              1.8

            	
              Deferrals

            	
              2

            
	
              1.9

            	
              Deferral
                Election

            	
              2

            
	
              1.10

            	
              Disability

            	
              2

            
	
              1.11

            	
              Effective
                Date

            	
              2

            
	
              1.12

            	
              Eligible
                Employee

            	
              3

            
	
              1.13

            	
              Employee

            	
              3

            
	
              1.14

            	
              Employer

            	
              3

            
	
              1.15

            	
              Employer
                Discretionary Contribution

            	
              3

            
	
              1.16

            	
              ERISA

            	
              3

            
	
              1.17

            	
              In-Service
                Sub-Account

            	
              3

            
	
              1.18

            	
              Investment
                Fund

            	
              3

            
	
              1.19

            	
              Matching
                Contribution

            	
              3

            
	
              1.20

            	
              Participant

            	
              3

            
	
              1.21

            	
              Performance-based
                Compensation

            	
              3

            
	
              1.22

            	
              Plan
                Year

            	
              4

            
	
              1.23

            	
              Retirement

            	
              4

            
	
              1.24

            	
              Retirement
                Sub-Account

            	
              4

            
	
              1.25

            	
              Salary

            	
              4

            
	
              1.26

            	
              Separation
                from Service

            	
              4

            
	
              1.27

            	
              Service
                Recipient

            	
              4

            
	
              1.28

            	
              Specified
                Employee

            	
              5

            
	
              1.29

            	
              Trust

            	
              5

            
	
              1.30

            	
              Trustee

            	
              5

            
	
              Article
                2 - Participation

            	
              5

            
	
              2.1

            	
              Commencement
                of Participation

            	
              5

            
	
              2.2

            	
              Loss
                of Eligible Employee Status

            	
              5

            
	
               

            	
               

            	
               

            
	
              Article
                3 - Contributions

            	
              5

            
	
              3.1

            	
              Deferral
                Elections - General

            	
              5

            
	
              3.2

            	
              Time
                of Election

            	
              6

            
	
              3.3

            	
              Distribution
                Elections

            	
              6

            
	
              3.4

            	
              Additional
                Requirements

            	
              6

            
	
              3.5

            	
              Matching
                Contribution

            	
              7

            
	
              3.6

            	
              Employer
                Discretionary Contributions

            	
              7

            
	
              3.7

            	
              Crediting
                of Contributions

            	
              7

            
	
              Article
                4 - Vesting

            	
              8

            
	
              4.1

            	
              Vesting
                of Deferrals

            	
              8

            
	
              4.2

            	
              Vesting
                of Matching Contributions

            	
              8

            
	
              4.3

            	
              Vesting
                of Employer Discretionary Contributions

            	
              8

            
	
              4.4

            	
              Vesting
                in Event Disability or Death

            	
              8

            
	
              4.5

            	
              Amounts
                Not Vested

            	
              8

            
	
              Article
                5 - Accounts

            	
              8

            
	
              5.1

            	
              Accounts

            	
              8

            
	
              5.2

            	
              Investments,
                Gains and Losses

            	
              9

            
	
              Article
                6 - Distributions

            	
              10

            
	
              6.1

            	
              Distribution
                Election

            	
              10

            
	
              6.2

            	
              Distributions
                Upon an In-Service Account Triggering Date

            	
              10

            
	
              6.3

            	
              Distributions
                Upon Retirement

            	
              10

            
	
              6.4

            	
              Substantially
                Equal Annual Installments

            	
              10

            
	
              6.5

            	
              Distributions
                due to other Separation from Service

            	
              11

            
	
              6.6

            	
              Distributions
                upon Separation from Service due to Disability

            	
              11

            
	
              6.7

            	
              Distributions
                upon Death

            	
              11

            
	
              6.8

            	
              Changes
                to Distribution Elections

            	
              11

            
	
              6.9

            	
              Acceleration
                or Delay in Payments

            	
              11

            
	
              6.10

            	
              Unforeseeable
                Emergency

            	
              12

            
	
              6.11

            	
              Minimum
                Distribution

            	
              12

            
	
              6.12

            	
              Form
                of Payment

            	
              12

            
	
              Article
                7 - Beneficiaries

            	
              12

            
	
              7.1

            	
              Beneficiaries

            	
              12

            
	
              7.2

            	
              Lost
                Beneficiary

            	
              13

            
	
              Article
                8 - Funding

            	
              13

            
	
              8.1

            	
              Prohibition
                Against Funding

            	
              13

            
	
              8.2

            	
              Deposits
                in Trust

            	
              13

            
	
              8.3

            	
              Withholding
                of Employee Contributions

            	
              13

            
	
               

            	
               

            	
               

            
	
              Article
                9 - Claims Administration

            	
              14

            
	
              9.1

            	
              General

            	
              14

            
	
              9.2

            	
              Claims
                Procedure

            	
              14

            
	
              9.3

            	
              Right
                of Appeal

            	
              14

            
	
              9.4

            	
              Review
                of Appeal

            	
              14

            
	
              9.5

            	
              Designation

            	
              15

            
	
              Article
                10 - General Provisions

            	
              15

            
	
              10.1

            	
              Administrator

            	
              15

            
	
              10.2

            	
              No
                Assignment

            	
              15

            
	
              10.3

            	
              No
                Employment Rights

            	
              16

            
	
              10.4

            	
              Incompetence

            	
              16

            
	
              10.5

            	
              Identity

            	
              16

            
	
              10.6

            	
              Other
                Benefits

            	
              16

            
	
              10.7

            	
              Expenses

            	
              16

            
	
              10.8

            	
              Insolvency

            	
              16

            
	
              10.9

            	
              Amendment
                or Modification

            	
              17

            
	
              10.10

            	
              Plan
                Suspension

            	
              17

            
	
              10.11

            	
              Plan
                Termination

            	
              17

            
	
              10.12

            	
              Plan
                Termination due to a Change-in-Control

            	
              17

            
	
              10.13

            	
              Construction

            	
              18

            
	
              10.14

            	
              Governing
                Law

            	
              18

            
	
              10.15

            	
              Severability

            	
              18

            
	
              10.16

            	
              Headings

            	
              18

            
	
              10.17

            	
              Terms

            	
              19

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      ANALOGIC
        CORPORATION

      NONQUALIFIED
        DEFERRED COMPENSATION PLAN

      


      Analogic
        Corporation, a Massachusetts corporation, and its affiliates and subsidiaries
        (the “Employer”), hereby adopts this Analogic Corporation Nonqualified Deferred
        Compensation Plan (the “Plan”) for the benefit of a select group of management
        or highly compensated employees. This Plan is an unfunded arrangement and
        is
        intended to be exempt from the participation, vesting, funding, and fiduciary
        requirements set forth in Title I of the Employee Retirement Income Security
        Act
        of 1974, as amended. It is intended to comply with Internal Revenue Code
        Section
        409A. 

      


      Article
        1 - Definitions

      


      
        	
                1.1

              	
                Account 

              


      

      The
        sum
        of all the bookkeeping Sub-Accounts as may be established for each Participant
        as provided in Section 5.1 hereof. 

      


      
        	
                1.2

              	
                Administrator

              


      

      An
        administrative committee appointed by the Board. The Administrator shall
        serve
        as the agent for the Employer with respect to the Trust.

      


      
        	
                1.3

              	
                Board

              


      

      The
        Board
        of Directors of the Employer.

      


      
        	
                1.4

              	
                Bonus

              


      

      Compensation
        which is designated as such by the Employer and which relates to services
        performed during an incentive period by an Eligible Employee in addition
        to his
        or her Salary, including any pretax elective deferrals from said Bonus to
        any
        Employer sponsored plan that includes amounts deferred under a Deferral Election
        or any elective deferral as defined in Code Section 402(g)(3) or any amount
        contributed or deferred at the election of the Eligible Employee in accordance
        with Code Section 125 or 132(f)(4).

      


      
        	
                1.5

              	
                Change-in-Control

              


      

      Provided
        that such term shall be interpreted within the meaning of regulations
        promulgated under Code Section 409A, a “Change-in-Control” of the
        Employer
        (which,
        for purpose of this Section 1.5 shall mean Analogic Corporation but not any
        of
        its affiliates or subsidiaries)
        shall
        mean the first to occur of any of the following:

      


      (a) the
        date
        that any one person or persons acting as a group acquires ownership of Employer
        stock constituting more than fifty percent (50%) of the total fair market
        value
        or total voting power of the stock of the Employer;

      


      (b) the
        date
        that any one person or persons acting as a group acquires (or has acquired
        during the 12-month period ending on the date of the most recent acquisition
        by
        such person or persons) ownership of stock of the Employer possessing thirty
        percent (30%) or more of the total voting power of the stock of the Employer;
        



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      (c) the
        date
        that any one person or persons acting as a group acquires (or has acquired
        during the 12-month period ending on the date of the most recent acquisition
        by
        such person or persons) assets from the Employer that have a total gross
        fair
        market value equal to or more than forty percent (40%) of the total gross
        fair
        market value of all of the assets of the Employer immediately prior to such
        acquisition; or

      


      (d) the
        date
        that a majority of members of the Employer’s Board is replaced during any
        12-month period by directors whose appointment or election is not endorsed
        by a
        majority of the members of the Board prior to the date of the appointment
        or
        elections.

       

      
        	
                1.6

              	
                Code

              


      

      The
        Internal Revenue Code of 1986, as amended.

      


      
        	
                1.7

              	
                Compensation

              


      

      The
        Participant’s earned income, including Salary, Bonus, Performance-based
        Compensation, and other remuneration from the Employer as may be included
        by the
        Administrator. 

      


      
        	
                1.8

              	
                Deferrals

              


      

      The
        portion of Compensation that a Participant elects to defer in accordance
        with
        Section 3.1 hereof.

      


      
        	
                1.9

              	
                Deferral
                  Election

              


      

      The
        separate agreement, submitted to the Administrator, by which an Eligible
        Employee agrees to participate in the Plan and make Deferrals
        thereto.

      


      
        	
                1.10

              	
                Disability

              


      

      Provided
        that such term shall be interpreted within the meaning of regulations
        promulgated under Code Section 409A, a Participant shall be considered to
        have
        incurred a Disability if: (i) the Participant is unable to engage in any
        substantial gainful activity by reason of any medically determinable physical
        or
        mental impairment which can be expected to result in death or can be expected
        to
        last for a continuous period of not less than 12 months; (ii) the Participant
        is, by reason of any medically determinable physical or mental impairment
        which
        can be expected to result in death or can be expected to last for a continuous
        period of not less than 12 months, receiving income replacement benefits
        for a
        period of not less than 3 months under an accident and health plan covering
        employees of the Participant’s Employer; or (iii) determined to be totally
        disabled by the Social Security Administration.

      


      
        	
                1.11

              	
                Effective
                  Date

              


      

      September
        1, 2008.

    

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    
    

    
      
        
          	
                  1.1

                	
                  Eligible
                    Employee

                


        

        An
          Employee shall be considered an Eligible Employee if such Employee is a
          member
          of a “select group of management or highly compensated employees,” within the
          meaning of Sections 201, 301 and 401 of ERISA, and is designated as an
          Eligible
          Employee by the Administrator. The Administrator may at any time, in its
          sole
          discretion, change the eligible criteria for an Eligible Employee or determine
          that one or more Participants will cease to be an Eligible Employee. The
          designation of an Employee as an Eligible Employee in any year shall not
          confer
          upon such Employee any right to be designated as an Eligible Employee in
          any
          future Plan Year.

        


        
          	
                  1.13

                	
                  Employee

                


        

        Any
          person employed by the Employer.

        


        
          	
                  1.14

                	
                  Employer

                


        

        Analogic
          Corporation and its subsidiaries and affiliates.

        


        
          	
                  1.15

                	
                  Employer
                    Discretionary Contribution

                


        

        A
          discretionary contribution made by the Employer that is credited to one
          or more
          Participant’s Accounts in accordance with the terms of Section 3.6
          hereof.

        


        
          	
                  1.16

                	
                  ERISA

                


        

        The
          Employee Retirement Income Security Act of 1974, as amended.

        


        
          	
                  1.17

                	
                  In-Service
                    Sub-Account 

                


        

        Each
          bookkeeping In-Service Sub-Account maintained by the Administrator on behalf
          of
          each Participant pursuant to Section 5.1(b) hereof.

        


        
          	
                  1.18

                	
                  Investment
                    Fund

                


        

        Each
          investment(s) which serves as a means to measure value, increases or decreases
          with respect to a Participant’s Accounts.

        


        
          	
                  1.19

                	
                  Matching
                    Contribution

                


        

        A
          contribution made by the Employer that is credited to one or more Participant’s
          Accounts in accordance with the terms of Section 3.5 hereof.

        


        
          	
                  1.20

                	
                  Participant

                


        

        An
          Eligible Employee who is a Participant as provided in Article 2.

        


        
          	
                  1.21

                	
                  Performance-based
                    Compensation

                


        

        Provided
          that such term shall be interpreted within the meaning of regulations
          promulgated under Code Section 409A, “Performance-based Compensation” shall mean
          compensation that (i) meets the definition of Code Section 409A(a)(4)(B)(iii)
          and related guidance and regulations, (ii) is designated as such by the
          Employer
          and relates to services performed during a performance period of at least
          twelve
          months by an Eligible Employee, including any pretax elective deferrals
          from
          said Performance-based Compensation to any Employer sponsored plan that
          includes
          amounts deferred under a Deferral Election or any elective deferral as
          defined
          in Code Section 402(g)(3) or any amount contributed or deferred at the
          election
          of the Eligible Employee in accordance with Code Section 125 or 132(f)(4).
          

      

      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      For
        the
        initial Plan Year, Effective Date through December 31, 2008. For each year
        thereafter, January 1 through December 31.

      


      
        	
                1.23

              	
                Retirement

              


      

      Retirement
        means a Participant has reached age fifty-nine and one-half (59 1⁄2) and has a
        Separation from Service, including a Separation from Service (due to Disability)
        of the Participant.

      


      
        	
                1.24

              	
                Retirement
                  Sub-Account

              


      

      Each
        Retirement Sub-Account maintained by the Administrator on behalf of each
        Participant pursuant to Section 5.1(a) hereof.

      


      
        	
                1.25

              	
                Salary

              


      

      An
        Eligible Employee’s base salary earned during a Plan Year, including any pretax
        elective deferrals from said Salary to any Employer sponsored plan that includes
        amounts deferred under a Deferral Election or any elective deferral as defined
        in Code Section 402(g)(3) or any amount contributed or deferred at the election
        of the Eligible Employee in accordance with Code Section 125 or
        132(f)(4).

      


      
        	
                1.26

              	
                Separation
                  from Service

              


      

      Provided
        that such term shall be interpreted within the meaning of regulations
        promulgated under Code Section 409A, a Participant shall incur a Separation
        from
        Service with the Service Recipient due to death, retirement or other termination
        of employment with the Service Recipient unless the employment relationship
        is
        treated as continuing intact while the individual is on military leave, sick
        leave, or other bona fide leave of absence if the period of such leave does
        not
        exceed six months, or if longer, so long as the individual retains a right
        to
        reemployment with the Service Recipient under an applicable statute or by
        contract. Upon a sale or other disposition of the assets of the Employer
        to an
        unrelated purchaser, the Administrator reserves the right, to the extent
        permitted by Code section 409A to determine whether Participants providing
        services to the purchaser after and in connection with the purchase transaction
        have experienced a Separation from Service.

      


      
        	
                1.27

              	
                Service
                  Recipient

              


      

      Provided
        that such term shall be interpreted within the meaning of regulations
        promulgated under Code Section 409A, Service Recipient shall mean the Employer
        or person for whom the services are performed and with respect to whom the
        legally binding right to compensation arises, and all persons with whom such
        person would be considered a single employer under Code Section 414(b)
        (employees of controlled group of corporations), and all persons with whom
        such
        person would be considered a single employer under Code Section 414(c)
        (employees of partnerships, proprietorships, etc., under common
        control).

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
    

    
      
        
          	
                  1.28

                	
                  Specified
                    Employee

                


        

        Provided
          that such term shall be interpreted within the meaning of regulations
          promulgated under Code Section 409A,
          a
“Specified Employee” shall mean a participant who is considered a key employee
          on the Identification Date, as defined in Code Section 416(i) without regard
          to
          section 416(i)(5) and such other requirements imposed under Code Section
          409A(a)(2)(B)(i) and regulations thereunder for the period beginning April
          1 of
          the year subsequent to the Identification Date and ending March 31 of the
          following year. The Identification Date for this Plan is December 31 of
          each
          year. Notwithstanding anything to the contrary, a Participant is not a
          Specified
          Employee unless any stock of the Service Recipient is publicly traded on
          an
          established securities market or otherwise. 

        


        
          	
                  1.29

                	
                  Trust

                


        

        The
          agreement between the Employer and the Trustee, under which the assets
          of the
          Plan are held, administered and managed, which shall conform to the terms
          of
          Rev. Proc. 92-64.

        


        
          	
                  1.30

                	
                  Trustee

                


        

        State
          Street Bank & Trust Co. or such other successor that shall become trustee
          pursuant to the terms of the Plan.

        


        Article
          2 - Participation

        


        
          	
                  2.1

                	
                  Commencement
                    of Participation

                


        

        Each
          Eligible Employee shall become a Participant at the earlier of the date
          on which
          his or her Deferral Election first becomes effective or the date on which
          a
          Matching Contribution or Employer Discretionary Contribution is first credited
          to his or her Account.

        


        
          	
                  2.2

                	
                  Loss
                    of Eligible Employee
                    Status

                


        

        A
          Participant who is no longer an Eligible Employee shall not be permitted
          to
          submit a Deferral Election and all Deferrals for such Participant shall
          cease as
          of the end of the Plan Year in which such Participant is determined to
          no longer
          be an Eligible Employee. Amounts credited to the Account of a Participant
          who is
          no longer an Eligible Employee shall continue to be held pursuant to the
          terms
          of the Plan and shall be distributed as provided in Article 6. 

        


        Article
          3 - Contributions

        


        
          	
                  3.1

                	
                  Deferral
                    Elections - General

                


        

        A
          Participant’s Deferral Election for a Plan Year is irrevocable for that
          applicable Plan Year; provided, however that a cessation of Deferrals shall
          be
          allowed if
          required
          by the terms of the Employer’s qualified 401(k) plan in order for the
Participant
          to
          obtain a
          hardship withdrawal from the 401(k) plan, or if required under Section
          6.10
          (Unforeseeable Emergency) of this Plan. Such amounts deferred under the
          Plan
          shall not be made available to such Participant, except as provided in
          Article
          6, and shall reduce such Participant’s Compensation from the Employer in
          accordance with the provisions of the applicable Deferral Election; provided,
          however, that all such amounts shall be subject to the rights of the general
          creditors of the Employer as provided in Article 8. The Deferral Election,
          in
          addition to the requirements set forth below, must designate: (i) the amount
          of
          Compensation to be deferred, (ii) the time of the distribution, and (iii)
          the
          form of the distribution. 

      

      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      
        Article
          6 - Distributions

         

      

      
        	
                6.1

              	
                Distribution
                  Election

              


      

      Each
        Participant shall designate in his or her Deferral Election the form and
        timing
        of his or her distribution by indicating the type of Sub-Account as described
        under Section 5.1, and by designating the form in which payments shall be
        made
        from the choices available under Section 6.2 and 6.3 hereof. Notwithstanding
        anything to the contrary contained herein provided, no acceleration of the
        time
        or schedule of payments under the Plan shall occur except as permitted under
        both this Plan and Code Section 409A.

      


      
        	
                6.2

              	
                Distributions
                  Upon an In-Service Account
                  Triggering Date

              


      

      In-Service
        Sub-Account distributions shall begin as soon as administratively feasible
        but
        no later than ninety (90) days following January 1 of the calendar year
        designated by the Participant on a properly submitted Deferral Election,
        and are
        payable in either a lump-sum payment or substantially equal annual installments,
        as described in Section 6.4 below, over a period of up to five (5) years
        as
        elected by the Participant
        in his
or
        her
        Deferral Election. If the Participant fails to properly designate the form
        of
        the distribution, the Sub-Account shall be paid in a lump-sum
        payment. 

      


      
        	
                6.3

              	
                Distributions
                  Upon Retirement

              


      

      If
        the
        Participant has a Separation from Service due to Retirement, the Participant’s
        Retirement Sub-Account(s) shall be distributed as soon as administratively
        feasible but no earlier than the first day of the seventh month following
        Participant’s Retirement and no later than ninety (90) days following the first
        day of the seventh month following Participant’s Retirement. Distribution shall
        be made either in a lump-sum payment or in substantially equal annual
        installments, as defined in Section 6.4 below, over a period of up to ten
        (10)
        years as elected by the Participant. If the Participant fails to properly
        designate the form of the distribution, the Sub-Account shall be paid in
        a
        lump-sum payment. If a Participant has any In-Service Sub-Accounts at the
        time
        of his or her Retirement, said Sub-Accounts shall be distributed in a lump
        sum
        as soon as administratively feasible but no earlier than the first day of
        the
        seventh month following Participant’s Retirement and no later than ninety (90)
        days following the first day of the seventh month following Participant’s
        Retirement.

      


      
        	
                6.4

              	
                Substantially
                  Equal Annual Installments

              


      

      


      (a) The
        amount of the substantially equal payments shall be determined by multiplying
        the Participant’s Account or Sub-Account by a fraction, the denominator of which
        in the first year of payment equals the number of years over which benefits
        are
        to be paid, and the numerator of which is one (1). The amounts of the payments
        for each succeeding year shall be determined by multiplying the Participant’s
        Account or Sub-Account as of the applicable anniversary of the payout by
        a
        fraction, the denominator of which equals the number of remaining years over
        which benefits are to be paid, and the numerator of which is one (1).
        Installment payments made pursuant to this Section 6.4 shall be made as soon
        as
        administratively feasible, but no later than ninety (90) days, following
        the
        anniversary of the distribution event. 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (b) For
        purposes of the Plan pursuant to Code Section 409A and regulations thereunder,
        a
        series of annual installments shall be considered a single payment.


       

      
        	
                6.5

              	
                Distributions
                  due to other Separation from
                  Service

              


      

      If
        the
        Participant has a Separation from Service for any reason other than Retirement,
        death or Disability, all vested amounts credited to his or her Account shall
        be
        paid to the Participant in a lump-sum, as soon as administratively feasible
        but
        no earlier than the first day of the seventh month following Participant’s
        Separation from Service and no later than ninety (90) days following the
        first
        day of the seventh month following Participant’s Separation from Service.


      


      
        	
                6.6

              	
                Distributions
                  upon Separation from Service due to
                  Disability

              


      

      Upon
        a
        Participant’s Separation from Service due to Disability, all amounts credited to
        his or her Account shall be paid to the Participant in a lump sum, as soon
        as
        administratively feasible but no earlier than the first day of the seventh
        month
        following Participant’s Separation from Service and no later than ninety (90)
        days following the first day of the seventh month following Participant’s
        Separation from Service. 

      


      
        	
                6.7

              	
                Distributions
                  upon Death

              


      

      Upon
        the
        death of a Participant, all amounts credited to his or her Account shall
        be
        paid, as soon as administratively feasible but no later than ninety (90)
        days
        following Participant’s date of death, to his or her beneficiary or
        beneficiaries, as determined under Article 7 hereof, in a lump sum.

      


      
        	
                6.8

              	
                Changes
                  to Distribution Elections

              


      

      A
        Participant will be permitted to elect to change the form or timing of the
        distribution of the balance of his or her one or more Sub-Accounts within
        his or
        her Account to the extent permitted and in accordance with the requirements
        of
        Code Section 409A(a)(4)(C), including the requirement that (i) a redeferral
        election may not take effect until at least twelve (12) months after such
        election is filed with the Employer, (ii) an election to further defer a
        distribution (other than a distribution upon death, Disability or an
        unforeseeable emergency) must result in the first distribution subject to
        the
        election being made at least five (5) years after the previously elected
        date of
        distribution, and (iii) any redeferral election affecting a distribution
        at a
        fixed date must be filed with the Employer at least twelve (12) months before
        the first scheduled payment under the previous fixed date distribution election.
        Once a Sub-Account begins distribution, no such changes to distributions
        shall
        be permitted. 

      


      
        	
                6.9

              	
                Acceleration
                  or Delay in Payments

              


      

      To
        the
        extent permitted by Code Section 409A, and notwithstanding any provision
        of the
        Plan to the contrary, the Administrator, in its sole discretion, may elect
        to
        (i) accelerate the time or form of payment of a benefit owed to a Participant
        hereunder in accordance with the terms and subject to the conditions of Treasury
        Regulations Section 1.409A-3(j)(4), or (ii) delay the time of payment of
        a
        benefit owed to a Participant hereunder in accordance with the terms and
        subject
        to the conditions of Treasury Regulations Section 1.409A-2(b)(7). By way
        of
        example, and at the sole discretion of the Administrator, if a Participant’s
        entire Account balance is less than the applicable
        Code Section 402(g) annual limit, the Employer may distribute the Participant’s
        Account in a lump sum provided that the distribution results in the termination
        of the participant’s entire interest in the Plan, subject to the plan
        aggregation rules of Code Section 409A and regulations thereunder. 

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	
                6.10

              	
                Unforeseeable
                  Emergency

              


      

      The
        Administrator may permit an early distribution of part or all of any deferred
        amounts; provided, however, that such distribution shall be made only if
        the
        Administrator, in its sole discretion, determines that the Participant, has
        experienced an Unforeseeable Emergency. An Unforeseeable Emergency is defined
        as
        a severe financial hardship to the Participant resulting from an illness
        or
        accident of the Participant, the Participant’s spouse, the Participant’s
        beneficiary or a dependent (as defined in Code Section 152 without regard
        to
        section 152 (b) (1), (b) (2), and (d) (1) (B)) of the Participant, loss of
        the
        Participant’s property due to casualty or other similar extraordinary and
        unforeseeable circumstances arising as a result of events beyond the control
        of
        the Participant. If an Unforeseeable Emergency is determined to exist, a
        distribution may not exceed the amounts necessary to satisfy such emergency
        plus
        amounts necessary to pay taxes reasonably anticipated as a result of the
        distribution, after taking into account the extent to which such hardship
        is or
        may be relieved through reimbursement or compensation by insurance or otherwise
        or by liquidation of the Participant’s assets (to the extent the liquidation of
        such assets would not itself cause severe financial hardship). Upon a
        distribution to a Participant under this Section 6.10, the Participant’s
        Deferrals shall cease and no further Deferrals shall be made for such
        Participant for the remainder of the Plan Year during which such distribution
        was made. 

      


      
        	
                6.11

              	
                Minimum
                  Distribution

              


      

      Notwithstanding
        any provision to the contrary, if the balance of a Participant’s Account or
        Sub-Account at the time of a distribution event or at the time of a scheduled
        installment payment is $25,000 or less, then the Participant shall be paid
        his
        or her Account or Sub-Account as a single lump sum.

      


      
        	
                6.12

              	
                Form
                  of Payment

              


      

      All
        distributions shall be made in the form of cash.

      


      Article
        7 - Beneficiaries

      


      
        	
                7.1

              	
                Beneficiaries

              


      

      Each
        Participant may from time to time designate one or more persons (who may
        be any
        one or more members of such person’s family or other persons, administrators,
        trusts, foundations or other entities) as his or her beneficiary under the
        Plan.
        Such designation shall be made in a form prescribed by the Administrator.
        Each
        Participant may at any time and from time to time, change any previous
        beneficiary designation, without notice to or consent of any previously
        designated beneficiary, by amending his or her previous designation in a
        form
        prescribed by the Administrator. If the beneficiary does not survive the
        Participant (or is otherwise unavailable to receive payment), or if no
        beneficiary is validly designated, then the amounts payable under this Plan
        shall be paid to the Participant’s estate. If more than one person is
        the
        beneficiary of a deceased Participant, each such person shall receive a pro
        rata
        share of any death benefit payable unless otherwise designated in the applicable
        form. If a beneficiary who is receiving benefits dies, all benefits that
        were
        payable to such beneficiary shall then be payable to the estate of that
        beneficiary.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	
                7.2

              	
                Lost
                  Beneficiary

              


      

      All
        Participants and beneficiaries shall have the obligation to keep the
        Administrator informed of their current address until such time as all benefits
        due have been paid. If a Participant or beneficiary cannot be located by
        the
        Administrator exercising due diligence, then, in its sole discretion, the
        Administrator may presume that the Participant or beneficiary is deceased
        for
        purposes of the Plan and all unpaid amounts (net of due diligence expenses)
        owed
        to the Participant or beneficiary shall be paid accordingly or, if a beneficiary
        cannot be so located, then such amounts may be forfeited. Any such presumption
        of death shall be final, conclusive and binding on all parties.

      


      Article
        8 - Funding

      


      
        	
                8.1

              	
                Prohibition
                  Against Funding

              


      

      Should
        any investment be acquired in connection with the liabilities assumed under
        this
        Plan, it is expressly understood and agreed that the Participants and
        beneficiaries shall not have any right with respect to, or claim against,
        such
        assets nor shall any such purchase be construed to create a trust of any
        kind or
        a fiduciary relationship between the Employer and the Participants, their
        beneficiaries or any other person. Any such assets shall be and remain a
        part of
        the general, unpledged, unrestricted assets of the Employer, subject to the
        claims of its general creditors. It is the express intention of the parties
        hereto that this arrangement shall be unfunded for tax purposes and for purposes
        of Title I of the ERISA. Each Participant and beneficiary shall be required
        to
        look to the provisions of this Plan and to the Employer itself for enforcement
        of any and all benefits due under this Plan, and to the extent any such person
        acquires a right to receive payment under this Plan, such right shall be
        no
        greater than the right of any unsecured general creditor of the Employer.
        The
        Employer or the Trust shall be designated the owner and beneficiary of any
        investment acquired in connection with its obligation under this
        Plan.

      


      
        	
                8.2

              	
                Deposits
                  in Trust

              


      

      Notwithstanding
        Section 8.1, or any other provision of this Plan to the contrary, the Employer
        may deposit into the Trust any amounts it deems appropriate to pay the benefits
        under this Plan. The amounts so deposited may include all contributions made
        pursuant to a Deferral Election by a Participant, all Matching Contributions,
        and any Employer Discretionary Contributions.

      


      
        	
                8.3

              	
                Withholding
                  of Employee Contributions

              


      

      The
        Administrator is authorized to make any and all necessary arrangements with
        the
        Employer in order to withhold the Participant’s Deferrals under Section 3.1
        hereof from his or her Compensation. The Administrator shall determine the
        amount and timing of such withholding.

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Article
      9 - Claims Administration

    


    
      	
              9.1

            	
              General

            


    

    If
      a
      Participant, beneficiary or his or her representative is denied all or a portion
      of an expected Plan benefit for any reason and the Participant, beneficiary
      or
      his or her representative desires to dispute the decision of the Administrator,
      he or she must file a written notification of his or her claim with the
      Administrator. 

    


    
      	
              9.2

            	
              Claims
                Procedure

            


    

    Upon
      receipt of any written claim for benefits, the Administrator shall be notified
      and shall give due consideration to the claim presented. If any Participant
      or
      beneficiary claims to be entitled to benefits under the Plan and the
      Administrator determines that the claim should be denied in whole or in part,
      the Administrator shall, in writing, notify such claimant within ninety (90)
      days of receipt of the claim that the claim has been denied. The Administrator
      may extend the period of time for making a determination with respect to any
      claim for a period of up to ninety (90) days, provided that the Administrator
      determines that such an extension is necessary because of special circumstances
      and notifies the claimant, prior to the expiration of the initial ninety (90)
      day period, of the circumstances requiring the extension of time and the date
      by
      which the Plan expects to render a decision. If the claim is denied to any
      extent by the Administrator, the Administrator shall furnish the claimant with
      a
      written notice setting forth:

    


    (a) the
      specific reason or reasons for denial of the claim;

    


    (b) a
      specific reference to the Plan provisions on which the denial is
      based;

    


    (c) a
      description of any additional material or information necessary for the claimant
      to perfect the claim and an explanation of why such material or information
      is
      necessary; and

    


    (d) an
      explanation of the provisions of this Article.

    


    
      	
              9.3

            	
              Right
                of Appeal

            


    

    A
      claimant who has a claim denied wholly or partially under Section 9.2 may appeal
      to the Administrator for reconsideration of that claim. A request for
      reconsideration under this Section must be filed by written notice within sixty
      (60) days after receipt by the claimant of the notice of denial under Section
      9.2.

    


    
      	
              9.4

            	
              Review
                of Appeal

            


    

    Upon
      receipt of an appeal the Administrator shall promptly take action to give due
      consideration to the appeal. Such consideration may include a hearing of the
      parties involved, if the Administrator feels such a hearing is necessary. In
      preparing for this appeal the claimant shall be given the right to review
      pertinent documents and the right to submit in writing a statement of issues
      and
      comments. After consideration of the merits of the appeal the Administrator
      shall issue a written decision which shall be binding on all parties. The
      decision shall specifically state its reasons and pertinent Plan provisions
      on
      which it relies. The Administrator’s
      decision shall be issued within sixty (60) days after the appeal is filed,
      except that the Administrator may extend the period of time for making a
      determination with respect to any claim for a period of up to sixty (60) days,
      provided that the Administrator determines that such an extension is necessary
      because of special circumstances and notifies the claimant, prior to the
      expiration of the initial sixty (60) day period, of the circumstances requiring
      the extension of time and the date by which the Plan expects to render a
      decision. 

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	
              9.5

            	
              Designation

            


    

    The
      Administrator may designate any other person of its choosing to make any
      determination otherwise required under this Article. Any person so designated
      shall have the same authority and discretion granted to the Administrator
      hereunder.

    


    Article
      10 - General Provisions

    


    
      	
              10.1

            	
              Administrator

            


    

    


    (a) The
      Administrator is expressly empowered to limit the amount of Compensation that
      may be deferred; to deposit amounts into the Trust in accordance with Section
      8.2 hereof; to interpret the Plan, and to determine all questions arising in
      the
      administration, interpretation and application of the Plan; to employ actuaries,
      accountants, counsel, and other persons it deems necessary in connection with
      the administration of the Plan; to request any information from the Employer
      it
      deems necessary to determine whether the Employer would be considered insolvent
      or subject to a proceeding in bankruptcy; and to take all other necessary and
      proper actions to fulfill its duties as Administrator.

    


    (b) The
      Administrator shall not be liable for any actions by it hereunder, unless due
      to
      its own negligence, willful misconduct or lack of good faith.

    


    (c) The
      Administrator shall be indemnified and saved harmless by the Employer from
      and
      against all personal liability to which it may be subject by reason of any
      act
      done or omitted to be done in its official capacity as Administrator in good
      faith in the administration of the Plan and Trust, including all expenses
      reasonably incurred in its defense in the event the Employer fails to provide
      such defense upon the request of the Administrator. The Administrator is
      relieved of all responsibility in connection with its duties hereunder to the
      fullest extent permitted by law, short of breach of duty to the
      beneficiaries.

    


    
      	
              10.2

            	
              No
                Assignment

            


    

    Benefits
      or payments under this Plan shall not be subject in any manner to anticipation,
      alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
      garnishment by creditors of the Participant or the Participant’s beneficiary,
      whether voluntary or involuntary, and any attempt to so anticipate, alienate,
      sell, transfer, assign, pledge, encumber, attach or garnish the same shall
      not
      be valid, nor shall any such benefit or payment be in any way liable for or
      subject to the debts, contracts, liabilities, engagement or torts of any
      Participant or beneficiary, or any other person entitled to such benefit or
      payment pursuant to the terms of this Plan, except to such extent as may be
      required by law. If any Participant or beneficiary or any other person
entitled
      to a benefit or payment pursuant to the terms of this Plan becomes bankrupt
      or
      attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber,
      attach or garnish any benefit or payment under this Plan, in whole or in part,
      or if any attempt is made to subject any such benefit or payment, in whole
      or in
      part, to the debts, contracts, liabilities, engagements or torts of the
      Participant or beneficiary or any other person entitled to any such benefit
      or
      payment pursuant to the terms of this Plan, then such benefit or payment, in
      the
      discretion of the Administrator, shall cease and terminate with respect to
      such
      Participant or beneficiary, or any other such person.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	
              10.3

            	
              No
                Employment Rights

            


    

    Participation
      in this Plan shall not be construed to confer upon any Participant the legal
      right to be retained in the employ of the Employer, or give a Participant or
      beneficiary, or any other person, any right to any payment whatsoever, except
      to
      the extent of the benefits provided for hereunder. Each Participant shall remain
      subject to discharge to the same extent as if this Plan had never been
      adopted.

    


    
      	
              10.4

            	
              Incompetence

            


    

    If
      the
      Administrator determines that any person to whom a benefit is payable under
      this
      Plan is incompetent by reason of physical or mental disability, the
      Administrator shall have the power to cause the payments becoming due to such
      person to be made to another for his or her benefit without responsibility
      of
      the Administrator or the Employer to see to the application of such payments.
      Any payment made pursuant to such power shall, as to such payment, operate
      as a
      complete discharge of the Employer, the Administrator and the
      Trustee.

    


    
      	
              10.5

            	
              Identity

            


    

    If,
      at
      any time, any doubt exists as to the identity of any person entitled to any
      payment hereunder or the amount or time of such payment, the Administrator
      shall
      be entitled to hold such sum until such identity or amount or time is determined
      or until an order of a court of competent jurisdiction is obtained. The
      Administrator shall also be entitled to pay such sum into court in accordance
      with the appropriate rules of law. Any expenses incurred by the Employer,
      Administrator, and Trust incident to such proceeding or litigation shall be
      charged against the Account of the affected Participant.

    


    
      	
              10.6

            	
              Other
                Benefits

            


    

    The
      benefits of each Participant or beneficiary hereunder shall be in addition
      to
      any benefits paid or payable to or on account of the Participant or beneficiary
      under any other pension, disability, annuity or retirement plan or policy
      whatsoever.

    


    
      	
              10.7

            	
              Expenses

            


    

    All
      expenses incurred in the administration of the Plan, whether incurred by the
      Employer or the Plan, shall be paid by the Employer.

    


    
      	
              10.8

            	
              Insolvency

            


    

    Should
      the Employer be considered insolvent (as defined by the Trust), the Employer,
      through its Board and chief executive officer, shall give immediate written
      notice of such to the Administrator
      of the Plan and the Trustee. Upon receipt of such notice, the Administrator
      or
      Trustee shall cease to make any payments to Participants who were Employees
      of
      the Employer or their beneficiaries and shall hold any and all assets
      attributable to the Employer for the benefit of the general creditors of the
      Employer.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	
              10.9

            	
              Amendment
                or Modification

            


    

    The
      Employer may, at any time, in its sole discretion, amend or modify the Plan
      in
      whole or in part, except that no such amendment or modification shall have
      any
      retroactive effect to reduce any amounts allocated to a Participant’s Accounts,
      and provided that such amendment or modification complies with Codes Section
      409A and related regulations thereunder. 

    


    
      	
              10.10

            	
              Plan
                Suspension

            


    

    The
      Employer further reserves the right to suspend the Plan in whole or in part,
      except that no such suspension shall have any retroactive effect to reduce
      any
      amounts allocated to a Participant’s Accounts, and provided that distribution of
      the vested Participant Accounts shall not be accelerated but shall be paid
      at
      such time and in such manner as determined under the terms of the Plan
      immediately prior to suspension as if the Plan had not been suspended.


    


    
      	
              10.11

            	
              Plan
                Termination

            


    

    The
      Employer further reserves the right to terminate the Plan in whole or in part,
      in the following manner, except that no such termination shall have any
      retroactive effect to reduce any amounts allocated to a Participant’s Accounts,
      and provided that such termination complies with Codes Section 409A and related
      regulations thereunder:

    


    (a) The
      Employer, in its sole discretion, may terminate the Plan and distribute all
      vested Participants’ Accounts no earlier than twelve (12) calendar months from
      the date of the Plan termination and no later than twenty-four (24) calendar
      months from the date of the Plan termination, provided however that the
      termination and distribution does not occur proximate to a down turn in the
      financial health of the Employer, that all other similar arrangements are also
      terminated by the Employer for affected Participants and no other similar
      arrangements are adopted by the Employer for affected Participants within a
      three (3) year period from the date of termination; or

    


    (b) The
      Employer may decide, in its sole discretion, to terminate the Plan in the event
      of a corporate dissolution taxed under Code Section 331, or with the approval
      of
      a bankruptcy court, provided that the Participants vested Account balances
      are
      distributed to Participants and are included in the Participants’ gross income
      in the latest of: (i) the calendar year in which the termination occurs; (ii)
      the calendar year in which the amounts deferred are no longer subject to a
      substantial risk of forfeiture; or (iii) the first calendar year in which
      payment is administratively practicable. 

    


    
      	
              10.12

            	
              Plan
                Termination due to a
                Change-in-Control

            


    

    The
      Employer may decide, in its discretion, to terminate the Plan in the event
      of a
      Change-in-Control and distribute all vested Participants Account balances
no
      earlier than thirty (30) days prior to the Change-in-Control and no later than
      twelve (12) months after the effective date
      of
      the Change-in-Control, provided however that the Employer terminates all other
      similar arrangements. 

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	
              10.13

            	
              Construction

            


    

    All
      questions of interpretation, construction or application arising under or
      concerning the terms of this Plan shall be decided by the Administrator, in
      its
      sole and final discretion, whose decision shall be final, binding and conclusive
      upon all persons.

    


    
      	
              10.14

            	
              Governing
                Law

            


    

    This
      Plan
      shall be governed by, construed and administered in accordance with the
      applicable provisions of ERISA, Code Section 409A, and any other applicable
      federal law, provided, however, that to the extent not preempted by federal
      law
      this Plan shall be governed by, construed and administered under the laws of
      the
      Commonwealth of Massachusetts, other than its laws respecting choice of
      law.

    


    
      	
              10.15

            	
              Severability

            


    

    If
      any
      provision of this Plan is held invalid or unenforceable, its invalidity or
      unenforceability shall not affect any other provision of this Plan and this
      Plan
      shall be construed and enforced as if such provision had not been included
      therein. If the inclusion of any Employee (or Employees) as a Participant under
      this Plan would cause the Plan to fail to comply with the requirements of
      sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, or Code Section 409A, then
      the Plan shall be severed with respect to such Employee or Employees, who shall
      be considered to be participating in a separate arrangement.

    


    
      	
              10.16

            	
              Headings

            


    

    The
      Article headings contained herein are inserted only as a matter of convenience
      and for reference and in no way define, limit, enlarge or describe the scope
      or
      intent of this Plan nor in any way shall they affect this Plan or the
      construction of any provision thereof.

    


    The
      remainder of this page was intentionally left blank.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	
              10.17

            	Terms


    

    Capitalized
      terms shall have meanings as defined herein. Singular nouns shall be read as
      plural, masculine pronouns shall be read as feminine, and vice versa, as
      appropriate.

    


    IN
      WITNESS WHEREOF, Analogic Corporation has caused this instrument to be executed
      by its duly authorized officer, effective as of this 11th day of August,
      2008.

     

    
      	 	 	 
	 	Analogic
              Corporation
	 
 	 
 	 
 
	 	By:  	/s/ John
              J.
              Millerick
	 	
              

            
	 	Title SVP
              & CFO


    

     

    ATTEST:

    
      	 
	/s/ Bruce
              G.
              Garr
	
              

            
	Title:
              Assistant
              General Counsel & Assistant Secretary


    

     

    
      
        
        

      

      
        19