EXHIBIT 10.1**EMPLOYMENT AGREEMENT**     This EMPLOYMENT AGREEMENT, dated as of                          , 2006, is by and between                                         (the “Executive”) and Digene Corporation, a Delaware corporation (the “Company”), and is anamendment and restatement of the Employment Agreement, dated March 4, 2003, between the Executiveand the Company. The Executive and the Company agree as follows:          1. Employment. The Company hereby employs the Executive and the Executive herebyaccepts employment with the Company, upon the terms and conditions hereinafter set forth.          2. Term. Subject to the provisions for earlier termination as provided herein, theterm of this Agreement will be for a period beginning on February 1, 2006 and ending as set forthin the following sentence. The Compensation Committee (the “Compensation Committee”) of theCompany’s Board of Directors (the “Board”) shall be entitled to terminate this Agreement at anytime by causing the Company to provide written notice to the Executive at least twenty-four (24)months in advance of the termination date. The period of the Executive’s employment under thisAgreement, as it may be terminated as provided herein, is hereinafter referred to as the “Term.”The termination of this Agreement in accordance with this Section 2 shall not be a termination asset forth in Section 5 hereof and shall not entitle the Executive to receive any severance or otherpayments as provided for in Section 6 hereof.          3. Duties and Responsibilities. The Executive shall perform such duties and functionsas the Board may from time to time determine which are consistent with the positions as set forthon Annex A, a copy of which is attached hereto and the terms of which are incorporated byreference herein, shall comply with the policies and reasonable directions of the Board and shalldischarge his responsibilities in a competent and faithful manner, consistent with sound businesspractices. The Executive and the Company may amend Annex A from time to time to documentchanges to the positions described therein.          During the Term of this Agreement, the Executive shall devote all of his business time,attention and energies to the performance of his duties for the business of the Company, except tothe extent that the Board may specifically approve any outside interests; provided that thefirst part of this sentence shall not preclude the Executive from (a) participating in civicduties, (b) serving as a member of the board of directors of any other company if the Companyconsents in writing to such service (such consent not to be unreasonably withheld), (c) deliveringlectures, fulfilling speaking engagements or teaching at educational institutions, or (d) managingthe Executive’s personal investments, in each such case to the extent that such activities do notmaterially impair the Executive’s ability to perform the Executive’s duties hereunder. All currentactivities of the Executive as of the date of this Agreement described in the proviso of the priorsentence are approved. The Executive shall not, directly or indirectly, without the approval ofthe Board, engage or become financially interested in any other business activity which, in thereasonable judgment of the Board, conflicts with the duties of the Executive hereunder, whether ornot such activity is pursued for gain, profit or pecuniary advantage.
 

 
          The Company shall use its best efforts to cause the Executive to be a member of its Boardduring the term of the Executive’s employment hereunder and to cause him to be nominated by theBoard for election as a director at every stockholders’ meeting held during the Executive’semployment hereunder at which his term as a director would otherwise expire. The Executive shallnot be entitled to compensation for services as a director.          4. Compensation.          (a) *Base Salary*. During the Term, the Executive shall receive from the Company (or, atthe Company’s option, any subsidiary or affiliate thereof) an annual base salary forservices rendered hereunder in the amount specified on Annex A, payable not lessfrequently than semi-monthly consistent with the regular practices of the Company. TheExecutive’s base salary shall be reviewed annually by the Compensation Committee and shallbe subject to change at the option and sole discretion of the Compensation Committee. TheCompany may amend Annex A from time to time to document any such change.          (b) *Bonus*. The Executive shall be entitled to receive, as additional compensation, anannual cash bonus determined in accordance with the Company’s executive bonus plan andapproved by the Compensation Committee in its sole discretion.          (c) *Other Benefits*. The Executive shall, in addition to the other compensationdescribed in this Section 4, be entitled to participate in such employee benefit plans orprograms of the Company and shall be entitled to such other fringe benefits as are from timeto time made available by the Company generally to employees of the Executive’s position,tenure, salary, age, health and other qualifications (including, but not limited to, anyprofit-sharing, stock option, incentive, pension, health insurance, major medical insuranceand group life insurance plans in accordance with the terms of such plans), all asdetermined from time to time by the Compensation Committee. To the extent available atreasonable cost, the Company will use its best efforts to promptly obtain and maintainappropriate directors and officers liability insurance (“D&O”); if the Company determinesthat it cannot obtain appropriate D&O, it will promptly so notify the Executive in writing,but in no event later than sixty (60) days after such determination. The Executiveacknowledges and agrees that the Company does not guarantee the adoption or continuance ofany particular employee benefit plan or program or other fringe benefit during the Term, andparticipation by the Executive in any such plan or program shall be subject to the rules andregulations applicable thereto.          (d) *Reimbursement for Expenses*. The Company shall reimburse the Executive, in a mannerconsistent with the regular practices of the Company, for any and all reasonable andnecessary business expenses incurred by the Executive in connection with the performance ofhis duties, upon presentation of proper vouchers by the Executive to support said expenses.
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          5. Termination. The Executive’s employment by the Company hereunder shall terminateon the occurrence of:          (a) *Disability or Death*. In the event of the Executive’s death during the Term, theExecutive’s employment shall be deemed to terminate on the date of the Executive’s death.In the event of the Executive’s Disability during the Term, the Company, at its option, mayterminate the employment of the Executive under this Agreement immediately by giving theExecutive written notice to that effect. For the purpose hereof, the term “Disability”shall mean disability as defined in the Company’s Long-Term Disability Plan or, if theCompany does not have such a plan, the Executive’s physical or mental inability to performhis essential duties and responsibilities hereunder, with reasonable accommodation, for aperiod of at least ninety (90) consecutive days. Disability shall be determined by theCompensation Committee or its designee. In the case of Disability, until the Companyterminates the Executive’s employment hereunder in accordance with the foregoing, theExecutive shall be entitled to receive compensation provided for herein notwithstanding anysuch physical or mental inability to perform his duties hereunder.          (b) *Termination for Cause*. The Company may, with the approval of a majority of theBoard, terminate the employment of the Executive hereunder at any time during the Term andeffective immediately for “justifiable cause” (a “Termination for Cause”) by givingExecutive written notice of such Termination for Cause. For the purposes of the Agreement,the term “justifiable cause” means: (i) the Executive’s conviction of a felony (which,through lapse of time or otherwise, is not subject to appeal); (ii) the Executive’s willfuland substantial misconduct; (iii) the Executive’s repeated, after written notice from theCompany and a reasonable opportunity to cure, neglect of duties or failure to act which canreasonably be expected to affect materially and adversely the business or affairs of theCompany or any subsidiary or affiliate; (iv) except in the normal course of business in theperformance of his duties, any material disclosure by the Executive to any person, firm orcorporation other than the Company, its subsidiaries and its and their directors, officers,employees or professional advisors, of any confidential information or trade secret of theCompany or any of its subsidiaries; (v) the Executive’s repeated pursuit, after writtennotice from the Company and a reasonable opportunity to cure, of activities or personal orprofessional conduct or action that in the sole judgment of the Board is contrary to thebest interests of the Company; (vi) any material breach by the Executive of this Agreementor, to the extent applicable, the Non Competition, Non Disclosure and Developments Agreementbetween the Executive and the Company; (vii) any conduct or action by the Executiveprohibited under the policies of the Company, including, but not limited to, policiesregarding sexual harassment, insider trading, corporate disclosure, substance abuse andconflicts of interest; or (viii) the engaging by the Executive in any business other thanthe business of the Company and its subsidiaries which, in the sole judgment of the Board,interferes with the performance of his duties hereunder.          (c) *Termination Without Cause*. The Company may terminate the employment of theExecutive hereunder at any time without “justifiable cause” (a
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“Termination Without Cause”) by giving the Executive written notice of such terminationat least thirty (30) days prior to the effective date of such termination.          (d) *Voluntary Termination.*Any termination of employment of the Executive hereunder,otherwise than as a result of death, Disability, a Termination for Cause or a TerminationWithout Cause will be deemed to be a “Voluntary Termination.” A Voluntary Termination willbe deemed to be effective immediately upon such termination.          6. Effect of Termination of Employment.          (a) *Voluntary Termination; Termination for Cause.*Upon termination of the Executive’semployment hereunder pursuant to a Voluntary Termination or a Termination for Cause, neitherthe Executive nor his beneficiaries or estate will have any further rights or claims againstthe Company under this Agreement except the right to receive: (i) the unpaid portion of histhen-current base salary provided for in Section 4(a) hereof, computed on a pro rata basisto the date of termination; (ii) payment of his accrued but unpaid rights (including accruedvacation time) in accordance with the terms of any incentive compensation, stock option,retirement, employee welfare or other employee benefit plans or programs of the Company inwhich the Executive is then participating in accordance with Section 4(b) or Section 4(c)hereof; and (iii) reimbursement for any unreimbursed expenses as provided in Section 4(d)hereof. Nothing in this Agreement shall restrict or limit the right of the CompensationCommittee or the Board to determine whether the forfeiture provisions of any of theCompany’s stock option or incentive compensation plans apply to vested stock options orstock awards held by the Executive at the time of such termination for cause.          (b) *Termination Without Cause.*Upon termination of the Executive’s employmenthereunder pursuant to a Termination Without Cause, neither the Executive nor hisbeneficiaries or estate will have any further rights or claims against the Company underthis Agreement except the right to receive, subject to Section 6(e) below: (i) the paymentand other rights provided for in Section 6(a) hereof; (ii) severance payments in the form ofsemi-monthly payment of the Executive’s then-current base salary for a period of twenty-four(24) months following the effective date of such termination; (iii) monthly payments of thePro-Rata Bonus Amount (as defined below) for a period of twenty-four (24) months followingthe effective date of such termination; and (iv) continuation of the health care benefitscoverage to which the Executive is entitled under Section 4(c) hereof over the twenty-four(24) month period described in clause (iii) above, with such coverage to be provided at thesame level and subject to the same terms and conditions (including, without limitation, anyapplicable co-pay obligations, but excluding any applicable tax consequences for theExecutive) as in effect for officers of the Company generally during such period. Forpurposes of this Agreement, “Pro-Rata Bonus Amount” shall mean one twenty-fourth (1/24) of(x) the portion of the Executive’s annual bonus, as determined by the CompensationCommittee, applicable to that portion of the year arising prior to termination of thisAgreement in the year in which such Termination Without Cause occurs, plus the greater of(y) the most recent annual cash bonus paid to the Executive prior to the date of histermination or (z) the average of the
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three most recent annual cash bonuses paid to the Executive prior to the date of histermination.          (c) *Death or Disability.*Upon termination of the Executive’s employment hereunder as aresult of death or Disability, neither the Executive nor his beneficiaries or estate willhave any further rights or claims against the Company under this Agreement except the rightto receive: (i) the payment and other rights provided for in Section 6(a) hereof; (ii) inthe case of death only, a lump sum payment equal to the Executive’s annual base salary as ineffect on the date of death; and (iii) in the case of Disability only, continuation ofhealth care benefits coverage to which the Executive is entitled under Section 4(c) hereoffor the twelve (12) month period following the effective date of such termination, with suchcoverage to be provided at the same level and subject to the same terms and conditions(including, without limitation, any applicable co-pay obligations, but excluding anyapplicable tax consequences for the Executive) as in effect for officers of the Companygenerally during such period; provided, however that nothing in this Section6(c) shall provide any additional benefits or coverage than that in effect for officers ofthe Company during such period under the Company’s Long-Term Disability Plan.          (d) *Forfeiture of Rights.*In the event that, subsequent to termination of employmenthereunder, the Executive (i) breaches any of the provisions of Sections 7, 8 or 9 hereof or(ii) directly or indirectly makes or facilitates the making of any adverse public statementsor disclosures with respect to the business or securities of the Company, all payments andbenefits to which the Executive may otherwise be entitled pursuant to Section 6(a), 6(b) or6(c) hereof shall immediately terminate and be forfeited, and any portion of such amounts asmay have been paid to the Executive shall forthwith be returned to the Company.          (e) *Compliance with Code Section 409A.*Notwithstanding anything to the contraryherein, payments under this Article 6 shall comply with the applicable requirements ofSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In the eventthat the Executive is a “specified employee” within the meaning of Code Section409A(a)(2)(B)(i), the Company shall, in the event of a Termination Without Cause, determinewhether the aggregate of (1) the payments under Section 6(b)(ii), (iii) and (iv) (includingthe Company’s share of the cost of continued health care benefits coverage if provided on anafter-tax basis) and (2) payments, if any, under any other Company-provided separation payarrangement, represent the payment of non-qualified deferred compensation subject to therequirements of Code Section 409A (including the requirement of a six-month delay in thecommencement of payments as described in Code Section 409A(a)(2)(B)(i)). If suchdetermination is made, then the payments described in Section 6(b)(ii), (iii) and (iv) whichwould otherwise be paid during the six-month period beginning on the day following theExecutive’s termination of employment described in Section 6(b) shall instead be paid to theExecutive in a single lump sum payment within five (5) business days after the end of suchsix-month period. The lump sum payment shall be adjusted for simple interest that accruesduring the initial six-month period following Executive’s termination of employment at theapplicable Federal rate provided for in Code Section 7872(f)(2).
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          (f) *Coordination with COBRA.*It is intended that the continuation of health carebenefits described in Section 6(b) or Section 6(c) shall run concurrently with any periodof continuation coverage required by COBRA (Section 601 et seq. of the Employee RetirementIncome Security Act of 1974, as amended).          (g) *Tax Withholdings*. All payments under this Article 6 shall be made subject toapplicable tax withholdings.          7. Confidentiality. Except in the normal course of business in the performance of hisduties, the Executive shall not, during the Term of this Agreement, or at any time following theend of the Term of this Agreement, directly or indirectly, disclose or permit to be known, to anyperson, firm or corporation, any confidential information acquired by him during the course of, oras an incident to, his employment hereunder, relating to the Company, the directors of the Company,or any client of the Company, including, but not limited to, the business affairs of each of theforegoing. Such confidential information shall include, but shall not be limited to, proprietarytechnology, trade secrets, patented processes, research and development data, know-how, formulae,pricing policies, the substance of agreements with customers and others, and arrangements, customerlists and any other documents embodying such confidential information.          All information and documents relating to the Company shall be the exclusive property of theCompany, and the Executive shall use his best efforts to prevent any publication or disclosurethereof. Upon termination of Executive’s employment with the Company, all documents records,reports, writings and other similar documents containing confidential information then in theExecutive’s possession or control shall be returned to and left with the Company.          8. Restrictive Covenant.          (a) The Executive hereby acknowledges and recognizes that, during the Term, theExecutive will be privy to trade secrets and confidential proprietary information criticalto the Company’s business and, accordingly the Executive agrees that, in consideration ofthe benefits to be received by him hereunder, the Executive will not, from and after thedate hereof until the second anniversary of the termination of the Term, (i) directly orindirectly engage in the development, production, marketing or sale of products that compete(or, upon commercialization, would compete) with products of the Company being developed (solong as such development has not been abandoned), produced, marketed or sold at the time ofthe Executive’s termination (hereinafter a “Competing Business”) whether such engagementshall be as an owner, partner, investor, employee, officer, director, affiliate or otherparticipant in any Competing Business; (ii) assist others in engaging in any CompetingBusiness in the manner described in clause (i) above; or (iii) induce other employees of theCompany or any subsidiary thereof to terminate their employment with the Company or anysubsidiary thereof or engage in any Competing Business. The ownership of not more than 5%of the stock of any entity having a class of equity securities actively traded on a nationalsecurities exchange or on the Nasdaq Stock Market or any minority interest in any privateentity shall not be deemed, in and of itself, to violate the prohibitions of this Section8(a).
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          (b) During the Term of the Executive’s employment hereunder and for five (5) yearsthereafter, the Executive shall not disparage, deprecate, or make any comments or take anyother actions, directly or indirectly, that will reflect adversely on the Company or itsofficers, directors, employees or agents or adversely affect their business reputation orgoodwill.          (c) The Executive understands that the foregoing restrictions may limit the ability ofthe Executive to earn a livelihood in a business similar to the business of the Company, butnevertheless believes that the Executive has received and will receive sufficientconsideration and other benefits, as an employee of the Company and as otherwise providedherein, to justify such restrictions which, in any event (given the education, skills andability of the Executive), the Executive believes would not prevent the Executive fromearning a living.          (d) If any portion of the restrictions set forth in this Section 8 should, for anyreason whatsoever, be declared invalid by a court of competent jurisdiction, the validity orenforceability of the remainder of such restrictions shall not thereby be adverselyaffected. The Executive declares that the territorial, time limitations and scope ofactivities restricted as set forth in this Section 8 are reasonable and properly requiredfor the adequate protection of the business of the Company. In the event that any suchterritorial, time limitation and scope of activities restricted is deemed to be unreasonableby a court of competent jurisdiction, the Company and the Executive agree to the reductionof the territorial, time limitation or scope to the area or period which such court shallhave deemed reasonable.          (e) The existence of any claim or cause of action by the Executive against the Companyshall not constitute a defense to the enforcement by the Company of the foregoingrestrictive covenants, but such claim or cause of action shall be litigated separately.          9. Company Right to Inventions. The Executive will promptly disclose, grant andassign to the Company, for its sole use and benefit (including its subsidiaries) any and allinventions, improvements, technical information and suggestions in any way relating to the businessof the Company which the Executive may develop or acquire during the Term (whether or not duringusual working hours), together with all patent applications, letters patent, copyrights andreissues thereof that may at any time be granted for or upon any such invention, improvement ortechnical information. In connection therewith: (i) the Executive shall, without charge, but atthe expense of the Company, promptly at all times hereafter execute and deliver such applications,assignments, descriptions and other instruments as may be necessary or proper in the opinion of theCompany to vest title to any such inventions, improvements, technical information, patentapplications, patents, copyrights or reissues thereof in the Company and to enable it to obtain andmaintain the entire right and title thereto throughout the world; and (ii) the Executive shallrender to the Company, at its expense (including a reasonable payment for the time involved in casethe Executive is not then in its employ), all such assistance as it may require in the prosecutionof applications of said patents, copyrights or reissues thereof, in the prosecution or defense ofinterferences which may be declared involving any said applications, patents or copyrights and inany litigation in which the Company may be involved relating to any
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such patents, inventions, improvements or technical information. The provisions of thisSection 9 will survive any termination of this Agreement or the termination of the Executive’semployment with the Company.          10. Impact on Other Agreements. To the extent the provisions of Sections 7, 8 or 9 ofthis Agreement are similar to or duplicative of provisions contained in other agreements betweenthe Executive and the Company, the provisions of this Agreement shall control; provided,however, that in the event the provisions of Section 7, 8 or 9 of this Agreement expireprior to similar provisions of any such other agreement, the provisions of such other agreementwill continue to apply after expiration of the applicable terms of this Agreement.          11. Representations and Agreements of Executive. The Executive represents andwarrants that he is free to enter into this Agreement and to perform the duties required hereunder,and that there are no employment contracts or understandings, restrictive covenants or otherrestrictions, whether written or oral, preventing the performance of his duties hereunder.          12. Enforcement. It is the desire and intent of the parties hereto that theprovisions of this Agreement be enforceable to the fullest extent permissible under the laws andpublic policies applied in each jurisdiction in which enforcement is sought. Accordingly, to theextent that a restriction contained in this Agreement is more restrictive than permitted by thelaws of any jurisdiction where this Agreement may be subject to review and interpretation, theterms of such restriction, for the purpose only of the operation of such restriction in suchjurisdiction, will be the maximum restriction allowed by the laws of such jurisdiction and suchrestriction will be deemed to have been revised accordingly herein.          13. Remedies; Survival.          (a) The Executive acknowledges and understands that the provisions of the covenantscontained in Sections 7, 8 and 9 hereof, the violation of which cannot be accuratelycompensated for in damages by an action at law, are of crucial importance to the Company,and that the breach or threatened breach of such provisions would cause the Companyirreparable harm. In the event of a breach or threatened breach by the Executive of theprovisions of Sections 7, 8 or 9 hereof, the Company will be entitled to seek an injunctionrestraining the Executive from such breach. Nothing herein contained will be construed asprohibiting the Company from pursuing any other remedies available for any breach orthreatened breach of this Agreement.          (b) Notwithstanding anything contained in this Agreement to the contrary, theprovisions of Sections 6, 7, 8, 9, 10, 12 and 13 hereof will survive the expiration or othertermination of this Agreement until, by their terms, such provisions are no longeroperative.          14. Notices. Any notices required or permitted to be given hereunder shall besufficient if in writing, and if delivered by hand, or sent by registered or certified mail, returnreceipt requested, or overnight delivery using a national courier service, or by facsimile orelectronic transmission, with confirmation as to receipt, to the Company at the address set forthbelow and to the Executive at the address set forth in the personnel records of the Company, or
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such other address as either party may from time to time designate in writing to the other,and shall be deemed given as of the date of the delivery or mailing:Digene Corporation