Separation Agreement between Mr. Millerick and the Company



 Exhibit 10.1 
 SEPARATION AGREEMENT 
 This Separation Agreement (the “Agreement”) is entered into by and between
Analogic Corporation (the “Company”) and John J. Millerick (“Mr. Millerick”). 
 A. Mr. Millerick has informed the
Company that he wishes to resign from the Company in order to pursue other opportunities. 
 B. The parties desire to enter into a written
agreement embodying their mutual understanding and promises concerning the orderly transition of Mr. Millerick’s responsibilities and the resolution of all issues concerning Mr. Millerick’s employment at the Company and the
termination of that employment. 
 Now, therefore, in consideration of the mutual promises set forth below, and intending to be legally
bound, the parties agree as follows: 
 1. Separation Date. 
 a. Mr. Millerick hereby resigns, effective as of July 5, 2009, as Senior Vice President, Chief Financial Officer, and Treasurer
of the Company, and from such other elected or appointed positions that may be held by Mr. Millerick in and for the Company (or any of its subsidiaries or affiliates). Mr. Millerick agrees to execute such additional documents and take such
other actions as the Company may request to reflect such resignation. 
 b. Notwithstanding the foregoing resignation, the
parties agree that Mr. Millerick will remain employed by the Company until September 29, 2009 (the “Separation Date”). As of the end of the business day on the Separation Date, Mr. Millerick will cease to be an employee of
the Company, and cease to hold any other position with the Company, its subsidiaries, affiliates and employee benefit plans. In consideration of the Company’s promises under this Agreement, Mr. Millerick hereby waives and forever
relinquishes any rights he may have under the Company’s Severance Plan for Management Employees (the “Severance Plan”) and any other severance pay plan or arrangement other than this Agreement. Mr. Millerick recognizes and agrees
that this Section 1 would fully satisfy and discharge any obligation the Company might have to provide a “Notice Period” under the Severance Plan if Mr. Millerick did not waive and relinquish any rights he may have thereunder.

 2. Payment for Vacation Days. The Company shall pay Mr. Millerick an amount equal to his daily rate of base salary as of the
Separation Date multiplied by the number of accrued and unused vacation days (including any pro-rata portion thereof), less any applicable legally required or voluntarily authorized deductions and withholdings. 
 3. Severance Pay. In full consideration of Mr. Millerick’s acceptance of all of the terms and conditions of this Agreement and his
execution of the Release of Claims and Agreement Not to Sue that is Exhibit A to this Agreement (the “Release”) in accordance with the provisions of Section 14(b) below and his not revoking the Release during the revocation period









 
set forth in Section 15 below, and subject to his performance hereunder, the Company shall also provide Mr. Millerick with the following special
benefits, which Mr. Millerick acknowledges and agrees he is not owed, and to which he would not otherwise be entitled: 
 a. For the period starting on the day after the Separation Date (as defined in Section 1 of this Agreement) and continuing for one year thereafter (September 30, 2009, through and including September 29, 2010) (the “Severance
Period”), the Company shall pay Mr. Millerick amounts equal to what was formerly his regular base salary, at the rate in effect on the Separation Date, less legally required and voluntarily authorized deductions and withholdings (the
“Severance Pay”). The Severance Pay shall be paid to Mr. Millerick in accordance with the Company’s customary payroll practices beginning promptly after the Separation Date, but in no event before the Effective Date (as defined
in Section 17 of this Agreement). For the avoidance of doubt, the aggregate amount of Severance Pay will be $279,450.12, before legally required and voluntarily authorized deductions and withholdings. In addition, the Company shall continue to
pay the employer portion of Mr. Millerick’s group health (medical and dental) insurance and group life insurance premiums for continuing coverage during the Severance Period (the “Health Benefit”). Mr. Millerick hereby
acknowledges and agrees that the Severance Pay will provide him with at least four (4) weeks more in salary continuation than he would otherwise be entitled to under the standard practices ordinarily applicable to management employees of the
Company whose employment terminates under similar circumstances, and that the Health Benefit will provide him with at least four (4) weeks more in employer-paid group health insurance and group life insurance premiums than he would otherwise be
entitled to under such standard practices. 
 b. Any amount due and owing as a result of Analogic financial performance for
Fiscal Year 09 under the Analogic Annual Incentive Plan, as described under the Plan. 
 c. Any unpaid portions of the
Severance Pay described in Section 3(a) of this Agreement shall be paid to Mr. Millerick’s estate in the event of his death, on the condition that he has signed this Agreement and executed the Release in accordance with the provisions
of Section 14(b) below and has not exercised his right to revoke the Release under Section 15 of this Agreement. 
 d. Title to the laptop computer, monitor, mobile phone, and printer used by Mr. Millerick at the Company as of the Separation Date will be delivered to Mr. Millerick after the Effective Date. A lump sum payment equal to $1,000
representing the estimated cost of mobile phone services and certain professional memberships will be made as soon as practicable, but no later than sixty (60) days, after the Effective Date. In addition, the telephone number that is associated
with the mobile phone provided by Analogic will be transferred to Mr. Millerick, upon his request. 
 e. The Company will
provide Mr. Millerick with career transition services through New Directions. The cost of providing such services shall be borne by the Company, such costs being paid no later than sixty (60) days after the Effective Date. 







 f. Notwithstanding the termination of Mr. Millerick’s employment as set forth
in this Agreement, any outstanding stock awards shall vest (or the restrictions shall lapse, as the case may be) according to the schedule attached hereto as Schedule 3f. Except as expressly modified in this Section 3(f), all other terms and
conditions pertaining to the respective stock awards will remain in full force and effect. 
 Mr. Millerick recognizes
and agrees that the provisions of this Section 3 and the other provisions of this Agreement would fully satisfy, discharge and exceed any obligation the Company might have to provide Mr. Millerick with “Severance Benefits” under
the Severance Plan if Mr. Millerick did not waive and relinquish his rights thereunder pursuant to Section 1 of this Agreement. 
 4. Other Assistance. At the request of Analogic, Mr. Millerick will assist Analogic in the preparation of all securities or other filings that may be required in connection with or that relate to Analogic’s fiscal year
2009. Mr. Millerick also agrees to cooperate with Analogic in transitioning his work and will provide such advice and perform such transition activities as are reasonably requested of him by the President and Chief Executive Officer of
Analogic. In consideration of the foregoing, Analogic will pay Mr. Millerick the sum of $30,000.00, less legally required and voluntarily authorized deductions and withholdings, on or before July 31, 2009. 
 5. Continuation of Certain Benefits. 
 a. Mr. Millerick shall have all rights provided under federal or state law to continue participation in any group health (medical and dental) and life insurance plan sponsored by the Company in which he was a
primary participant during his employment with the Company. After the end of the Severance Period, if Mr. Millerick elects to continue his participation in the Company’s group health (medical and dental) plans under the federal
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), he shall sign and return to the Company within the time limits provided under COBRA the forms that he will receive under separate cover. Mr. Millerick’s ability to
elect to continue health insurance coverage under COBRA’s provisions and life insurance coverage shall be determined in accordance with the governing insurance policies. Until the Release becomes effective in accordance with Section 14
below, Mr. Millerick’s rights as to previously granted stock options and restricted stock awards, if any, shall be determined in accordance with the governing plan documents and, as applicable, the awards. 
 b. Except as may be otherwise provided in this Agreement, Mr. Millerick’s right to any and all Company benefits will terminate
on the Separation Date. 
 6. Return of Company Property. Mr. Millerick acknowledges, warrants, and represents that on the
Separation Date or upon earlier request by the Company, he will return all property owned by the Company that has been in his possession, custody, or control, including, but not limited to, any credit cards (or credit cards on which the Company is a
guarantor), building or office keys, identification cards, laptops, telephones, pagers, and fax machines. As referenced in 3.(d) above, Mr. Millerick may retain his laptop computer, monitor, mobile phone 








 
and printer following the Company’s removal of all confidential and proprietary information. Mr. Millerick agrees to repay to the Company the
amounts of any temporary or permanent advances previously made to him by the Company which remain outstanding and any unpaid balances on any credit cards of monies due to the Company or for which the Company is a guarantor. 
 7. Integrity of Company Records. Mr. Millerick agrees to leave intact all electronic Company documents, including those that he developed or
helped to develop during his employment, and agrees to deliver to the Company on the Separation Date and earlier upon request the computer media on which such documents are stored and all passwords and keys necessary to access such documents.
Mr. Millerick warrants and represents to the Company that he has not concealed, falsified, deleted, destroyed, or altered any documents, emails, or other records of the Company, and that he has not copied any such materials without written
permission from the Company, except as may be authorized by the Company’s written policies. 
 8. Protection of Confidential
Information. Mr. Millerick acknowledges that in the course of his employment with the Company or any of its predecessor companies, he has had access to confidential information and trade secrets relating to business affairs of the Company
and/or its predecessor companies or subsidiaries or affiliates (“Confidential Information”). Mr. Millerick agrees to maintain the confidentiality of the Confidential Information. Mr. Millerick agrees that, at no time following
his execution of this Agreement, will he disclose or otherwise make available to any person, company, or other party, any Confidential Information. This Agreement shall not limit any obligations that Mr. Millerick may have under applicable
federal or state laws or any other agreements that he may have with the Company. Mr. Millerick acknowledges and reaffirms his obligations under his Proprietary Information and Inventions Agreement with the Company that was effective
January 31, 2000 (the “Proprietary Information Agreement”), which shall continue in full force and effect. Any provision of this Agreement to the contrary notwithstanding, nothing in this Agreement is intended to waive any provision
of the Proprietary Information Agreement. 
 9. Business Expenses and Compensation. Mr. Millerick acknowledges that he has been
reimbursed by the Company for all expenses incurred in connection with his employment at the Company and that no other reimbursements are currently owed to him. Mr. Millerick further acknowledges that he has received payment in full for all
services rendered in conjunction with his employment through the Effective Date at the Company and that no other compensation is currently owed to him. 
 10. Confidentiality of This Agreement. Mr. Millerick agrees to hold this Agreement in confidence, and not to disclose, directly or by implication, any of its provisions, except (a) to his spouse or
immediate family members, or his legal and financial advisors (in each case on the condition that those parties cannot disclose the same to any others, except as required by operation of law), and (b) to the extent required by law or to the
extent necessary to enforce his rights under this Agreement. 
 11. Entitlement to Unemployment Benefits and Reemployment. The Company
agrees not to challenge Mr. Millerick’s entitlement to any applicable unemployment compensation 








 
benefits. Mr. Millerick agrees that at no time in the future will he seek employment with the Company, its subsidiaries or affiliates, and he waives any
right to do so. 
 12. Advice of Counsel. Mr. Millerick is advised to consult with an attorney before signing this Agreement or
the Release. By signing this Agreement, Mr. Millerick acknowledges and agrees that the Company has advised him in writing to consult with an attorney concerning this Agreement and the Release, including, but not limited to, by providing
Mr. Millerick with a copy of this Agreement and the Release to review in detail before signing. Mr. Millerick further acknowledges and agrees that he is responsible for payment of all of his own legal fees and expenses incurred in
connection with the review of this Agreement and the Release and the resolution of any and all Claims that he may have against the Company. 
 13. No Solicitation or Disparagement; Competition. Mr. Millerick shall not, during the Severance Period, either directly or indirectly, on his behalf or on the behalf of others, solicit, divert, or hire away, or attempt to
solicit, divert, or hire away, to any other business, any person currently employed by the Company or its subsidiaries or affiliates whether or not such employee is a full-time employee or a temporary employee of the Company or its subsidiaries or
affiliates. Mr. Millerick shall not, either directly or indirectly, disparage the Company or its services or products or any of the persons or entities that are released under the provisions of the Release. Nothing in this Agreement shall
prohibit Mr. Millerick from providing truthful testimony in response to a subpoena or other legal process. The Company will instruct its senior managers, officers, and directors not to disparage Mr. Millerick, personally or professionally.

 In addition, as of the Effective Date and as approved by the Compensation Committee of the Analogic Board of Directors, the Company shall
be deemed to have released Mr. Millerick from any and all obligations not to compete with the Company following the Separation Date, including without limitation those arising out of those certain Non-Competition Agreements signed by
Mr. Millerick during the period of his employment with the Company. 
 14. Conditions to Severance Pay and Health Benefit.
Mr. Millerick’s entitlement to receive and retain the Severance Pay, and Health Benefits described in Section 3 above is contingent on (a) his signing this Agreement and delivering it to the person identified in Section 15
below by June 30, 2009; (b) his signing the Release after the Separation Date and on or before seven (7) days after the Separation Date and delivering it to the person identified in Section 14 below within seven calendar days
after he signs it; (c) his not revoking the Release within seven calendar days after he signs it; and (d) his full performance of his obligations under this Agreement and the Release.  
 15. Right to Revoke Release. Within seven (7) days after his signing the Release (and only within seven (7) days after his signing the
Release), Mr. Millerick may revoke the Release for any reason by informing the Company of his intent to revoke the Release. The Release will not become effective or enforceable unless and until (a) Mr. Millerick executes the Release
after the Separation Date and on or before seven (7) days after the Separation Date, (b) Mr. Millerick delivers the signed Release to the person identified below within seven calendar days after he signs it, and (c) the
seven-(7)-day revocation period has expired without Mr. Millerick having revoked the Release. Any such revocation must be in writing and hand delivered to the person 








 
listed below or, if sent by mail, must be received by such person within the applicable time period, sent by certified mail with return receipt requested,
and addressed as follows: 
 Douglas Rosenfeld 
 Vice President, Human Resources 
 Analogic Corporation 
 8 Centennial Drive 
 Peabody, Massachusetts
01960 
 In the event that Mr. Millerick effectively revokes the Release, neither Mr. Millerick nor the Company will have any
rights or obligations whatsoever under this Agreement. Any such revocation will not affect the termination of Mr. Millerick’s employment at the Company described in Section 1 of this Agreement, which will be effective as of the date
set forth in Section 1 of this Agreement whether or not Mr. Millerick signs the Release or revokes the Release. 
 16. Knowing
and Voluntary Agreement. Mr. Millerick hereby acknowledges and agrees that (a) he has read this Agreement, including the Release, (b) the Company has advised him in writing to consult with an attorney of his choosing prior to
signing this Agreement or the Release, (c) he understands the provisions of this Agreement, or to the extent that he has not understood any section, paragraph, sentence, clause, or provision, he has taken steps to ensure that it was explained
to him to his satisfaction, (d) he is not relying on any representations by any representative of the Company concerning the meaning of any provision of this Agreement or the Release, and (e) he has entered into this Agreement knowingly
and voluntarily. 
 17. Effective Date of Release. The Release shall not become effective until the day (the “Effective
Date”) that is eight (8) calendar days after Mr. Millerick has signed the Release in accordance with the provisions of Section 14(b) above and then only if (a) it has been delivered to the person named in Section 15 of
this Agreement within seven days after he signed it, and (b) it has not been revoked by Mr. Millerick in accordance with the provisions of Section 15 of this Agreement. 
 18. No Admission of Liability. This Agreement is not an admission by the Company of any liability or wrongdoing, or an admission by the Company
that any of its actions or inactions are unjustified, unwarranted, discriminatory, wrongful, or in violation of any federal, state, or local law, and this Agreement shall not be interpreted as such. The Company disclaims any liability to
Mr. Millerick or any other person on the part of itself and/or its current or former directors, officers, employees, representatives, and agents. Mr. Millerick agrees and acknowledges that this Agreement shall not be interpreted to render
either the Company or Mr. Millerick to be a prevailing party for any purpose including, but not limited to, an award of attorneys’ fees under any statute or otherwise. 







 19. No Pending Complaints; Cooperation. 
 a. By signing this Agreement, Mr. Millerick acknowledges and represents that neither he nor any of his representatives or assigns has
filed any Claim against any of the Released Parties with any federal, state, or local court or administrative agency or in any forum, and that neither he nor any of his representatives or assigns is a party to any such Claim. 
 b. Mr. Millerick agrees, subject to his reasonable availability and reasonable advance notice, to cooperate reasonably with the
Company, if requested by the Company or its counsel to do so, in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. Mr. Millerick’s reasonable
cooperation, in connection with such claims or actions shall include, but not be limited to, his being available to meet with Company counsel to prepare for trial or discovery or any administrative hearing or mediation or other alternative dispute
resolution mechanism, and to act as a witness when requested by the Company at reasonable times designated by the Company. The Company agrees to reimburse Mr. Millerick for reasonably documented travel, food, and lodging expenses in connection
with the aforementioned cooperation. Mr. Millerick further agrees to execute and deliver such instruments, documents, certificates, and affidavits and supply such other information and take such further action as the Company reasonably requires
in order to effectuate or further document Mr. Millerick’s removal from all offices, titles, statuses, and positions with the Company and its subsidiaries and affiliates effective as of the end of the business day on the Separation Date.

 20. Successful Enforcement of Breach. In the event that Mr. Millerick is determined to be in breach of any provision of this
Agreement or the Release (or any other agreement or obligation binding on Mr. Millerick) by an Arbitrator under Section 23 of this Agreement, the Company will have no further obligations under Section 3 of this Agreement. In the event
of Mr. Millerick’s breach and the Company’s successful enforcement of its rights under this Agreement or the Release (or any other agreement or obligation binding on Mr. Millerick) by judgment or settlement, then in addition to
any other remedies and damages available under law, the Company shall also be entitled to repayment of all monies paid to Mr. Millerick pursuant to this Agreement, and shall also be entitled to an award for all legal expenses and fees,
including, but not limited to, the reasonable fees and disbursements of counsel, incurred by the Company in connection with its efforts to obtain or enforce any benefit or right provided by this Agreement or the Release (or any other agreement or
obligation binding on Mr. Millerick). If the Company is determined to be in breach of any provision of this Agreement by an Arbitrator under Section 23 of this Agreement, then in addition to any other remedies and damages available under
law, Mr. Millerick shall also be entitled to an award of all legal expenses and fees, including, but not limited to, the reasonable fees and disbursements of counsel, incurred by him in connection with his efforts to obtain or enforce any
benefit or right provided by this Agreement or the Release. 
 21. No Adequate Remedy at Law. Mr. Millerick agrees that it is
impossible to measure in money all of the damages that will be incurred by the Company by reason of his breach of any of his obligations under this Agreement or the Release. Therefore, if the Company shall institute any action or proceeding to
enforce the provisions of this Agreement or the Release, Mr. Millerick hereby waives, and shall not raise in any such action or proceeding, the 








 
claim or defense that the Company has an adequate remedy at law. 
 22. No Assignment. This Agreement is personal to Mr. Millerick and not assignable. 
 23.
Governing Law and Arbitration. This Agreement, including the Release, shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof, except to the extent that the laws of the
Commonwealth are preempted by federal law. If any part of this Agreement, including the Release, is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted, and the
balance of this Agreement shall remain in full force and effect. All disputes arising out of, or in connection with, the interpretation or breach of this Agreement or the Release, which are not promptly settled by mutual agreement of the parties,
will be finally settled by arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. Unless otherwise agreed to in writing by both parties, such arbitration shall be
conducted in Boston, Massachusetts. 
 24. Entire Agreement. This Agreement, including the Release, contains the entire agreement
between Mr. Millerick and the Company with respect to the subject matter of this Agreement and the Release, and there are no promises, undertakings or understandings as to such subject matter outside of this Agreement or the Release, except as
may otherwise be stated in this Agreement or the Release. This Agreement supersedes all prior or contemporaneous discussions, communications, understandings, negotiations, and agreements, whether written or oral, with respect to
Mr. Millerick’s employment at the Company, termination of that employment, and all related matters, except as may otherwise be stated in this Agreement. For the avoidance of doubt, neither this Agreement nor the Release supersedes the
Proprietary Information Agreement, which continues in full force and effect. Mr. Millerick’s rights to payments or employee benefits from the Company are specified exclusively and completely in this Agreement. This Agreement, including the
Release, may only be modified or amended by a writing signed by an authorized officer of the Company and by Mr. Millerick. 
 25.
Compliance with Code Section 409A. 
 a. General. It is intended that this Agreement comply with
the requirements of, or qualify for an exemption from, Code Section 409A and the guidance issued thereunder. Any payments that qualify for the “short-term deferral” exception or another exception
under Code Section 409A will be paid under the applicable exception. In no event may Mr. Millerick, directly or indirectly, designate the calendar year of any payment under this Agreement. Within the time period
permitted by the applicable law, the Company may, in consultation with Mr. Millerick, modify this Agreement in order to cause the provisions of the Agreement to comply with the requirements of Code Section 409A, so as to
avoid the imposition of taxes and penalties. 
 b. In-Kind Benefits and Reimbursements. Despite any contrary
provision of this Agreement, all reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the
requirement that (w) any reimbursement is for expenses incurred during Mr. 








 
Millerick’s lifetime (or during a shorter period of time specified in this Agreement); (x) the amount of expenses eligible for reimbursement, or in
kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the
last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. 
 c. Delay of Payments. Despite any contrary provision of this Agreement, if Mr. Millerick is considered a
“specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of termination), (x) any payment that constitutes nonqualified deferred
compensation within the meaning of Section 409A of the Code that is otherwise due to Mr. Millerick under this Agreement during the six-month period following his separation from service (as determined in accordance with Section 409A
of the Code) will be accumulated and paid to Mr. Millerick on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”) and (y) in the event any equity compensation
awards held by Mr. Millerick that vest upon termination of Mr. Millerick’s employment constitute nonqualified deferred compensation within the meaning of Code Section 409A, the delivery of shares of common stock (or
cash) as applicable in settlement of such awards shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Code Section 409A on which the shares (or cash) would otherwise be delivered or
paid. Mr. Millerick will be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code Section 1274(d)
for the month in which the Millerick’s separation from service occurs. If Mr. Millerick dies during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal
representative of his estate on the first to occur of the Delayed Payment Date or 30 days after the date of his death. 
 d. Separate Payments. Despite any contrary provision of this Agreement, any references to termination of employment or Mr. Millerick’s date of termination shall mean and refer to the date of his “separation from
service,” as that term is defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). Mr. Millerick and Analogic agree and anticipate that the level of bona fide services performed by Mr. Millerick after
the Separation Date shall be permanently decreased beneath the level set forth in Treasury Regulation Section 1.409A-1(h) to constitute a “separation from service” of Mr. Millerick from Analogic. 







 In Witness Whereof, the parties have executed this Agreement under seal by their signatures below.

  

									
	ANALOGIC CORPORATION	 		 	
				
	By	 	/s/ James W. Green	 		 	/s/ John J. Millerick
		 	James W. Green	 		 	John J. Millerick
		 	President and Chief Executive Officer	 		 	
			
	Date: June 10, 2009	 		 	Date: June 10, 2009








 Schedule 3f 
  

																	
	 	  	 	  	 	  	Unvested Shares/Options	  	 Unvested
Shares/
 Options Subject
	  	Vesting	  	Option	  	 
	 Award
 Year
	  	 Type of Award
	  	Original
Grant Date	  	Outstanding	  	To Be
Cancelled	  	to Accelerated
Vesting	  	Date
(if applicable)	  	Expiration
Date	  	 Pro Ration Calculation

	 FY03
	  	Time-Based Restricted Shares	  	6/11/2003	  	833	  	0	  	833	  	6/11/2009	  	na	  	
									
	 FY04
	  	Time-Based Restricted Shares	  	2/24/2004	  	1666	  	0	  	1666	  	6/11/2009	  	na	  	Na
									
	 FY08
	  	Performance Contingent Restricted Shares	  	10/27/2007	  	3200	  	0	  	3200	  	FYE 2010	  	na	  	Na
									
	 FY09
	  	Performance Contingent Restricted Shares	  	9/23/2008	  	1340	  	372	  	968	  	FYE 2011	  	na	  	Number of whole months worked in performance period plus number of months of severance
									
		  	Stock Options	  	9/23/2008	  	4020	  	1117	  	2903	  	Separation
Date	  	Separation
Date plus
1 year	  	Number of whole months worked since August 1, 2008 plus number of months of severance
									
		  	Time-Based Restricted Shares (LTIP)	  	9/23/2008	  	1340	  	372	  	968	  	Separation
Date	  	na	  	Number of whole months worked since August 1, 2008 plus number of months of severance
									
		  	Time-Based Restricted Shares (AIP)	  	9/23/2008	  	369	  	0	  	369	  	Separation
Date	  	na	  	na

 Note: Unvested Shares/Options will vest as described above per the terms of the underlying grants. 







 Exhibit A 
 RELEASE OF CLAIMS AND AGREEMENT NOT TO SUE 
 This Release of Claims and Agreement Not to Sue (this
“Release”) is being executed by John J. Millerick on the date set forth on the signature page below. 
 1. Released Claims.
In consideration of the payment by the Company to me of the Severance Pay described in Section 3.a. of that certain separation agreement between me and Analogic Corporation (the “Separation Agreement”), and in consideration of the
Health Benefit and career transition services to be provided at the Company’s expense pursuant to Sections 3.a. and 3.c. of the Separation Agreement, which Severance Pay, Health Benefit and career transition services I acknowledge I would not
otherwise be entitled to receive, I, John J. Millerick, for myself and my heirs, executors, administrators, representatives, successors and assigns, hereby fully, forever, and unconditionally release, acquit, and discharge the Company and its
subsidiaries, other affiliated entities, predecessors, successors, and assigns, and the officers, directors, shareholders, holders of any interest, principals, employees, employee benefit plans (except to the extent that the Separation Agreement
provides for benefits or rights to be provided to me under any such plans), attorneys, fiduciaries, agents and other representatives of or in each of them (the “Released Parties”) of and from any and all claims, charges, complaints,
actions, causes of action, suits, rights, debts, sums of money, agreements, covenants, contracts, promises, omissions, representations, accounts, reckonings, obligations, damages, costs, liabilities, expenses, and demands (the previously listed
items being sometimes referred to collectively in this Release as “Claims”) of any kind and nature whatsoever, whether known, unknown, presently existing, contingent, or conditional, in law or in equity, which I ever had or now have
against the Released Parties, for or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date on which I am signing this Release, including, but not limited to, any and all Claims arising out of my employment
at, and/or separation from, the Company (the “Released Claims”), which Released Claims shall include, but not be limited to, any Claims under or in connection with any or all of the following: 
 i. The Massachusetts Fair Employment Practices Act, which includes Massachusetts General Law, Chapter 15lB, as amended; the Massachusetts
Privacy Statute, G.L. c. 214, § 1B, as amended; the Massachusetts Wage Payment Statute, G.L. c. 149, § 148 et seq., as amended; the Massachusetts Sexual Harassment Statute, G.L. c. 214, § 1C, as amended; the Massachusetts
Consumer Protection Act, G.L. c. 93A, as amended; the Massachusetts Civil Rights Act, G.L. c.12, § 11H and § 11I, as amended; the Massachusetts Equal Rights Act, G.L. c. 93, § 102, as amended; and the Massachusetts Workers
Compensation Statute, G.L.c. 152; 
 ii. The Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as
amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 626 et seq.; 
 iii. The Americans with
Disabilities Act, 42 U.S.C. § 12101 et seq.; 
 iv. The Employee Retirement Income and Security Act, 29 U.S.C.
§ 








 
1001, et seq.; 
 v. The
Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; 
 vi. Sections 1981 through 1988 of Title 42 of the United
States Code, as amended; 
 vii. The Equal Pay Act of 1963, Public Law 88-38; 
 viii. The Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.: 
 ix. The National Labor Relations Act, 29 U.S.C. § 151 et seq.; 
 x. The Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; 
 xi. The Rehabilitation Act, 29 USC. § 701 et seq.; 
 xii. Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000e et seq.;

 xiii. The Worker Adjustment and Retraining Notification Act of 1988, 29 U.S .C. § 2101 et seq.; 
 xiv. Any other federal, state, or local law, including any attorneys’ fees that could be awarded in connection with these or any
other Claims; 
 xv. Any and all common-law Claims under contract, quasi-contract or tort theories, including, but not limited
to: 
  

	 	A.	Breach of contract, breach of an express or implied promise, breach of the implied covenant of good faith and fair dealing, or breach of fiduciary duty; 

  

	 	B.	lnterference with contractual relations; 

  

	 	C.	Promissory estoppel, or quantum meruit; 

  

	 	D.	Breach of employee handbooks, manuals, or other policies; 

  

	 	E.	 Any Claim under or associated with any of the Company’s equity compensation plans or arrangements, including any Claim with respect to any stock options and
restricted stock awards, but excluding any Claims with respect to or arising under the provisions of Section 3(f) of the Separation Agreement, and any Claim under or associated with any 











	 	 
other employee compensation or benefit plan, including but not limited to the Company’s Severance Plan for Management Employees, but excluding any
Claims with respect to or arising under the provisions of Sections 3(a), 3(b), and/or 4(a) of the Separation Agreement; 


  

	 	F.	Assault or battery; 

  

	 	G.	Invasion of privacy or disclosure of private or protected personal information; 

  

	 	H.	False imprisonment; 

  

	 	I.	Intentional or negligent misrepresentation, or fraud; 

  

	 	J.	Retaliation, or intentional or negligent infliction of emotional distress; 

  

	 	K.	Defamation (including all forms of libel, slander, and self-defamation); 

  

	 	L.	Wrongful discharge, or wrongful discharge in violation of public policy; 

  

	 	M.	Negligence, including negligent hiring, retention, or supervision; 

  

	 	N.	Any other Claim based on any theory, whether developed or undeveloped, arising from or related in any way to my employment or the termination of my employment at the Company, or any
other fact or matter occurring prior to my signing this Agreement; 

  

	 	O.	Any other Claim arising under or related to any other federal, state, or local human rights, civil rights, wage-hour, pension, labor or employment laws, rules, or regulations, other
public policy; and/or 

  

	 	P.	Any other Claim arising under common law or in equity. 

 2. Exclusions. The only Claims excluded from the Released Claims are (a) Claims for breach of the Separation Agreement by the Company, (b) Claims that first arise after the date on which I signed this Release,
(c) Claims concerning vested benefits under any retirement and/or pension plans under the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), and (d) Claims to defense and indemnification by the Company for
actions taken 








 
by me in the course and scope of my employment at the Company, whether under the Company’s by-laws, articles of organization, liability insurance
policies, agreements, or otherwise provided, however, that I understand that the Company makes no representations or warranties pertaining to the merits of any such specific Claim. For the avoidance of doubt, Claims under the Company’s
Severance Plan for Management Employees are not excluded from the Released Claims. Nothing in this Release shall prohibit me from filing a Claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal
Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (except that I acknowledge that I may not be able to recover any monetary benefits in connection with such Claim or proceeding). 
 3. Agreement Not to Sue. By signing this Release, I acknowledge and represent that neither I nor any of my representatives or assigns has filed
any Claim against any of the Released Parties with any federal, state, or local court or administrative agency, or in any forum, and that neither I nor any of my representatives or assigns is a party to any such Claim. In addition, I agree, on
behalf of myself and my heirs, executors, administrators, representatives, successors and assigns, not to file or otherwise assert any Released Claim against any of the Released Parties with any federal, state, or local court or administrative
agency, or in any forum, except as permitted by Section 2 above. 
 4. Right to Revoke. I understand that, within seven
(7) days after I sign this Release (and only within seven (7) days after I sign this Release), I may revoke this Release for any reason by informing the Company of my intent to revoke the Release. I understand that this Release will not
become effective or enforceable unless and until (a) I execute this Release after the Separation Date and on or before seven (7) days after the Separation Date, (b) I deliver the signed Release to the person identified below within
seven calendar days after I sign it, and (c) the seven-(7)-day revocation period has expired without my having revoked this Release. I understand that any such revocation must be in writing and hand delivered to the person listed below or, if
sent by mail, must be received by such person within the applicable time period, sent by certified mail with return receipt requested, and addressed as follows: 
 Douglas Rosenfeld 
 Vice President, Human Resources 
 Analogic Corporation 
 8 Centennial Drive

 Peabody, Massachusetts 01960 
 I understand that in the event that I effectively revoke the Release, neither I nor the Company will have any rights or obligations whatsoever under the Separation Agreement. I also understand that any such revocation will not affect the
termination of my employment at the Company described in Section 1 of the Separation Agreement, which will be effective as of the date set forth in Section 1 of the Separation Agreement whether or not I revoke the Release. 







 5. Adequate Time to Review. I acknowledge that I have been given at least twenty-one
(21) days in which to consider the provisions of the Separation Agreement and this Release before signing them. 
 6. Knowing and
Voluntary Waiver. I hereby acknowledge and agree that (a) I have read the Separation Agreement and this Release, (b) the Company has advised me in writing to consult with an attorney of my choosing prior to signing the Separation
Agreement and this Release, (c) I understand the provisions of the Separation Agreement and this Release, or to the extent that I have not understood any section, paragraph, sentence, clause, or provision, I have taken steps to ensure that it
was explained to me to my satisfaction, (d) I am not relying on any representations by any representative of the Company concerning the meaning of any provision of the Separation Agreement or this Release, and (e) I have entered into the
Separation Agreement and this Release knowingly and voluntarily. I UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS RELEASE I AM WAIVING ANY AND ALL RIGHTS OR CLAIMS THAT I MIGHT HAVE ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED
BY THE OLDER WORKERS BENEFIT PROTECTION ACT, AND THAT I HAVE RECEIVED CONSIDERATION BEYOND THAT TO WHICH I WAS ENTITLED IN THE ABSENCE OF THIS RELEASE. 
 7. Effective Date. This Release shall not become effective until the day (the “Effective Date”) that is eight (8) calendar days after I have signed it in accordance with the provisions of
Section 13(b) of the Separation Agreement and then only if (i) it has been delivered to the person named in Section 4 of this Release within seven days after I signed it, and (ii) it has not been revoked by me in accordance with
the provisions of Section 4 of this Release. 
 8. Entire Agreement. This Release and the Separation Agreement contain the entire
agreement between me and the Company with respect to the subject matter of this Release, and there are no promises, undertakings or understandings as to such subject matter outside of this Release and the Separation Agreement. This Release may only
be modified or amended by a writing signed by an authorized officer of the Company and me. 
 I understand the contents of this Release, and
I am signing it voluntarily on the      day of                     , 2009. 
  

	
	  
	John J. Millerick