Exhibit 10.4


 


CYTYC
CORPORATION

2004 OMNIBUS STOCK PLAN


 


NON-QUALIFIED STOCK OPTION
AGREEMENT FOR NON-EMPLOYEE DIRECTORS


 


Cytyc
Corporation, a Delaware corporation (the “Company”), grants an option to
purchase shares of its common stock, $.01 par value per share (the “Shares”),
to the Optionee named below.  The terms
and conditions of the option are set forth in this cover sheet, the
Non-qualified Stock Option Agreement for Non-Employee Directors (the “Agreement”)
and the Company’s 2004 Omnibus Stock Plan (the “Plan”).  Copies of the Agreement and the Plan are
attached to this cover sheet.  Certain
capitalized terms used in this cover sheet and the Agreement are defined in the
Plan and have the meaning set forth in the Plan.


 


	
  Grant Date:

  	
  ,

  	
   200

  	
   

  
	
   

  
	
  Name of Optionee:

  	
   

  
	
   

  
	
  Number of Shares
  Covered by Option:

  	
   

  
	
   

  
	
  Option Price per
  Share:

  	
  $          .

  
							



 


By signing this cover sheet, you
agree to all of the terms and conditions described in the Agreement and the
Plan.  You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control in the event
any provision of this cover sheet and the Agreement should appear to be
inconsistent from the Plan.


 


	
  Optionee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
					



 


Attachments


This is not a
share certificate or a negotiable instrument.


 


 





















 


CYTYC CORPORATION

2004 OMNIBUS STOCK PLAN


 


INCENTIVE STOCK OPTION AGREEMENT
FOR OFFICERS


 


	
  Non-Qualified

  Stock Option

  	
   

  	
  This option is
  not intended to be an incentive stock option under Section 422 of the
  Internal Revenue Code and will be interpreted accordingly.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option is
  only exercisable before it expires and then only with respect to the vested
  portion of the option.  Subject to the
  preceding sentence, you may exercise this option, in whole or in part, to
  purchase a whole number of vested Shares not less than 100 Shares, unless the
  number of Shares purchased is the total number available for purchase under
  the option, by following the procedures set forth in the Plan and below in
  this Agreement.

   

  This option
  shall vest and become exercisable in twelve (12) equal installments on the
  last day of each calendar quarter, provided that you have continuously served
  as a member of the Board of Directors through such vesting date. The
  foregoing vesting rights are cumulative.

   

  Except otherwise
  provided below, no additional Shares will vest after your Service has
  terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Fractional
  Shares

  	
   

  	
  Your option may
  not be exercised for a fraction of a Share unless such exercise is with
  respect to the final installment of stock subject to this option and cash in
  lieu of a fractional share must be paid to permit you to exercise such final
  installment completely.  Any fractional
  share with respect to which an installment of this option cannot be exercised
  because of the limitation contained in the preceding sentence shall remain
  subject to this option and shall be

  



 


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  available for
  later purchase by you in accordance with the terms hereof.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  Notwithstanding
  any other provision of this Agreement, your option will expire in any event
  at the close of business at Company headquarters on the date which is 10
  years from the Grant Date, as shown on page 1 of this Agreement.  Your option will expire earlier if your
  Service terminates, as described below.

  
	
   

  	
   

  	
   

  
	
  Regular
  Termination

  	
   

  	
  If your Service
  terminates for any reason, other than death, Retirement, Disability, or
  Cause, then your option expires at the close of business at Company
  headquarters three months after your termination date.

  
	
   

  	
   

  	
   

  
	
  Termination
  for

  Cause

  	
   

  	
  If your Service
  is terminated for Cause, then this option terminates upon your receipt of
  written notice of such termination and you immediately forfeit all rights to
  your option and the option immediately expires.  Cause includes but may not be limited to
  removal from the Board of Directors for any one of the following
  reasons:  (i) disloyalty, gross
  negligence, dishonesty or breach of fiduciary duty to the Company; or (ii)
  the commission of an act of embezzlement, fraud or deliberate disregard of
  the rules or policies of the Company which results in loss, damage or injury
  to the Company, whether directly or indirectly; or (iii) the unauthorized
  disclosure of any trade secret or confidential information of the Company; or
  (iv) the commission of an act which constitutes unfair competition with the
  Company or which induces any customer of the Company to break a contract with
  the Company; or (v) the conduct of any activity on behalf of any organization
  or entity which is a competitor of the Company (unless such conduct is
  approved by a majority of the members of the Board of Directors).

  
	
   

  	
   

  	
   

  
	
  Retirement

  	
   

  	
  If your Service
  terminates because of your Retirement from the Board of Directors, then your
  option shall become fully vested and will expire at the close of business at
  the Company headquarters on the date which is 10 years from the Grant Date,
  as shown on the cover sheet. 
  Retirement from the Board shall mean the resignation from the Board or
  the election not to stand for re-election to the Board by a non-employee
  director being of at least 65 years of age and having served at least 5 years
  on the board.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If your Service
  terminates because of your death, then your option shall become fully vested
  and will expire at the close of business at the Company headquarters on the
  date which is 10 years from the Grant Date, as shown on the cover sheet.  Until the expiration date of your option,
  your estate or heirs may exercise your option.

  



 


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  Disability

  	
   

  	
  If your Service
  terminates because of your Disability, then your option shall become fully
  vested and will expire at the close of business at the Company headquarters
  on the date which is 10 years from the Grant Date, as shown on the cover
  sheet.

  
	
   

  	
   

  	
   

  
	
  Notice
  of Exercise

  	
   

  	
  When you wish to
  exercise this option, you must notify the Company by filing the proper “Notice
  of Exercise” form at the address given on the form.  Your notice must specify how many Shares
  you wish to purchase (in a parcel of at least 100 Shares generally).  Your notice must also specify how your
  Shares should be registered (in your name only or in your and your spouse’s
  names as joint tenants with right of survivorship).  The notice will be effective when it is
  received by the Company.

   

  If someone else
  wants to exercise this option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment

  	
   

  	
  When you submit
  your Notice of Exercise, you must include payment of the option price for the
  Shares you are purchasing.  Payment may
  be made in one of the following forms:

   

  •                       Cash,
  your personal check, a cashier’s check, a money order or another cash equivalent
  acceptable to the Company.

   

  •                       Shares
  which have already been owned by you for more than six months and which are
  surrendered to the Company.  The value
  of the Shares, determined as of the effective date of the option exercise,
  will be applied to the option price. 
  (If the Shares so surrendered are subject to restrictions or
  limitations imposed by an agreement between you and the Company, then an
  equivalent number of the Shares acquired under your option will be subject to
  all such restrictions and limitations, in addition to any restrictions or
  limitations imposed by this Agreement.)

   

  •                       By
  delivery (on a form prescribed by the Company) of an irrevocable direction to
  a licensed securities broker acceptable to the Company to sell Shares and to
  deliver all or part of the sale proceeds to the Company in payment of the
  aggregate option price and any withholding taxes (i.e. “cashless exercise”).

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  During your
  lifetime, only you (or, in the event of your legal incapacity or incompetency,
  your guardian or legal representative)

  



 


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  may exercise the
  option.  You cannot transfer or assign
  this option.  For instance, you may not
  sell this option or use it as security for a loan.  If you attempt to do any of these things,
  this option will immediately become void. 
  You may, however, dispose of this option in your will or it may be
  transferred upon your death by the laws of descent and distribution.

   

  You must notify
  the Company in writing immediately after you transfer any Shares acquired by
  exercising your option, if such transfer occurs on or before the later of
  (1) the date two years after the date of this Agreement and (2) the
  date one year after the date you acquired such Shares.  You also must provide the Company with any
  information concerning any such transfer required by the Company for tax
  purposes.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Neither your
  option nor this Agreement give you the right to be retained by the Company
  (or any Affiliates) in any capacity. 
  The Company (and any Affiliates) reserves the right to terminate your
  Service at any time and for any reason.

  
	
   

  	
   

  	
   

  
	
  Stockholders
  Rights

  	
   

  	
  You, or your
  estate or heirs, have no rights as a stockholder of the Company until a
  certificate for your option’s Shares has been issued (or an appropriate book
  entry has been made).  No adjustments
  are made for dividends or other rights if the applicable record date occurs
  before your share certificate is issued (or an appropriate book entry has
  been made), except as described in the Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments
  due to

  Capital Changes and

  Corporate Activities

  	
   

  	
  In the event of
  a split, a dividend or a similar change in the Shares, the number of Shares
  covered by this option and the option price per Share shall be adjusted (and
  rounded down to the nearest whole number) if required pursuant to the
  Plan.  Your option shall be subject to
  the terms of the Plan and the agreement of merger, liquidation or
  reorganization, as the case may be, in the event the Company engages in a reorganization
  or Corporate Transaction.

   

  Notwithstanding
  anything in the foregoing, if the Company is to be consolidated with or
  acquired by another entity in a merger involving the Company and one or more
  related entities, sale of all or substantially all of the Company’s assets or
  otherwise (an “Acquisition”), then your option shall, immediately prior to
  the consummation of such Acquisition, become fully vested and immediately
  exercisable by you.

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Agreement
  will be interpreted and enforced under the laws of the State of Delaware,
  other than any conflicts or choice of law rule

  



 


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  or principle
  that might otherwise refer construction or interpretation of this Agreement
  to the substantive law of another jurisdiction.

  
	
   

  	
   

  	
   

  
	
  The
  Plan 

  	
   

  	
  The text of the
  Plan is incorporated in this Agreement by reference.  Certain capitalized terms used in this
  Agreement are defined in the Plan and have the meaning set forth in the Plan.

   

  This Agreement
  and the Plan constitute the entire understanding between you and the Company
  regarding this option.  Any prior
  agreements, commitments or negotiations concerning this option are
  superseded.

   

  The Committee
  administers the Plan and its determinations are final, binding and
  conclusive.

  
	
   

  	
   

  	
   

  
	
  Data
  Privacy

  	
   

  	
  In order to
  administer the Plan, the Company may process personal data about you.  Such data includes but is not limited to
  the information provided in this Agreement and any changes thereto, other
  appropriate personal and financial data about you such as home address and
  business addresses and other contact information, payroll information and any
  other information that might be deemed appropriate by the Company to
  facilitate the administration of the Plan.

   

  By accepting
  this option, you give explicit consent to the Company to process any such
  personal data.  You also give explicit
  consent to the Company to transfer any such personal data outside the country
  in which you work or are employed, including, with respect to non-U.S.
  resident Optionees, to the United States, to transferees who shall include
  the Company and other persons who are designated by the Company to administer
  the Plan.

  
	
   

  	
   

  	
   

  
	
  Consent
  to Electronic

  Delivery

  	
   

  	
  The Company may
  choose to deliver certain statutory materials relating to the Plan in
  electronic form.  By accepting this
  option grant you agree that the Company may deliver the Plan prospectus and
  the Company’s annual report to you in an electronic format.  If at any time you would prefer to receive
  paper copies of these documents, as you are entitled to, the Company would be
  pleased to provide copies.  Please
  contact the Equity Benefits Analyst at 978-263-8000 to request paper copies of these documents.

  



 


By signing the cover sheet of
this Agreement, you agree to all of the terms and

conditions described above and in the Plan.


 


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