Form of Restricted Stock Unit Agreement



 Exhibit 10.1 
  
 CYTYC CORPORATION 
  
 2004 OMNIBUS STOCK PLAN 
  
 STOCK UNIT AGREEMENT 
  
 Cytyc Corporation, a Delaware corporation (the “Company”), hereby grants (the “Grant”) stock units (“Stock Units”) relating
to its shares of its common stock, $.01 par value, (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the Grant are set forth in this cover sheet, in
the attachment and in the Company’s 2004 Omnibus Stock Plan (the “Plan”). 
  
 Grant Date: _____________________________, 200__ 
  

Name of Grantee: ______________________________ 
  
 Grantee’s Social Security Number: _______-_____-________ 
  
 Number of Stock Units Covered by Grant: ________________ 
  
 By signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan, a copy of which is available on request. You agree that in the event of any inconsistency between this Agreement and the Plan, the Plan will control. 
  

	Grantee:_________________________________________________________	

 (Signature) 
  

	Company:________________________________________________________	

 (Signature) 
  
 Title:____________________________________________________

  
 Attachment 
  
 This is not a stock certificate or a negotiable instrument. 








 CYTYC CORPORATION 
  
 2004 OMNIBUS STOCK PLAN 
  
 STOCK UNIT AGREEMENT 
  

	 Stock Units/Nontransferability  
	 This Grant is an award of Stock Units relating to the number of shares of Stock set forth on the preceding cover page (“Cover Sheet”),
and is subject to the vesting conditions described below. Each Stock Unit relates to one share of Stock. Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may your Stock Units
be made subject to execution, attachment or similar process. 


  

	 Vesting  
	 The Stock Units vest as to 25% of the total number of Stock Units subject to this grant, as shown on the Cover Sheet, on each of the first four
anniversaries of the Grant Date, provided, that, you continue in Service on each such anniversary date. The resulting aggregate number of vested Stock Units will be rounded to the nearest whole number, and you cannot vest in more than the number of
Stock Units covered by this grant. 


  

	 	 Your right to the Stock Units under this Stock Unit grant shall become 100% vested if your Service terminates as a result of your death or
Disability. 


  

	 	 No additional Stock Units will vest after your Service has terminated for any reason other than for your death or Disability, and any Stock Units
that remain unvested will be cancelled upon your termination of Service for any reason other than your death or Disability. 


  

	 Delivery of Stock Pursuant to Units  
	 The Company shall deliver the shares of Stock represented by your vested Stock Units as soon as practical following the date on which such Stock
Units become vested. You will have know further rights with regard to a Stock Unit once the share of Stock associated with the Stock Unit has been delivered to you.  


  

	 Withholding Taxes  
	 Your right to the shares of Stock subject to the vested Stock Units is contingent upon your satisfaction of any withholding or other taxes that
may be due as a result of the delivery of the Stock subject to the vested Stock Units. 


  

	 	 In the event that the Company determines that any federal, state, local or foreign tax or withholding payment (a “Withholding Tax
Payment”) is required relating to the delivery of Stock subject to 











	 	 your vested Stock Units, the Company shall have the right to require that you pay such Withholding Tax Payment, or, at the Company’s
election, withhold the Withholding Tax Payment from other payments due to you from the Company or any Affiliate subject to applicable law (including, but not limited to, withholding the delivery of shares of Stock otherwise deliverable under this
Agreement or making deductions from any earned pay). 


  

	 Explicit Authorization for Withholding Tax Payment 
	 By signing this Agreement below, you explicitly authorize the Company to withhold from any payments or Shares due you the Withholding Tax Payment
for remittal to the IRS on your behalf. 


  

	 	 ________________________________________________ 



	 	 Grantee Signature and Date 


  

	 Retention Rights  
	 This Agreement does not give you the right to remain employed by the Company (or any of its Affiliates) in any capacity, and does not constitute
an employment contract. The Company (and its Affiliates) reserves the right to terminate your Service at any time and for any reason. 


  

	 Shareholder Rights  
	 You do not have any of the rights of a shareholder with respect to the Stock Units. You will, however, be entitled to receive, upon the
Company’s payment of a cash dividend on outstanding Stock, a payment for each Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock (a “dividend equivalent”). This dividend
equivalent shall be deemed to be reinvested in additional Stock Units, and shall be subject to the vesting schedule of the associated Stock Unit to which the dividend equivalent relates. 


  

	 Forfeiture of Rights 
	 If you violate the terms of your Non-Disclosure Agreement or Non-Compete Agreement or otherwise take actions in competition with the Company, the
Company shall have the right to cause a forfeiture of any Stock Units which remain outstanding, and with respect to the shares of Stock delivered to you pursuant to Stock Units which became vested during the period commencing twelve (12) months
prior to your termination of Service. 


  

	 	 Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if
you directly or indirectly own any interest in, operate, join, control or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or performs any services for, any entity which












	 	 has operations which compete with any business in which the Company or any of its Affiliates is engaged or has publicly announced its intention to
engage in during your employment with the Company or any of its Affiliates and/or at the time of the your termination of employment. 


  

	 Adjustments  
	 In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of shares covered by this Grant may be
adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Stock Units shall be subject to the Plan and the terms of the agreement of merger, liquidation or reorganization in the event of a merger, liquidation or
reorganization. 


  

	 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 or
principle. 


  

	 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 Grant of Stock Units. Any prior
agreements, commitments or negotiations concerning this Grant are superseded by this document. 


  

	 Consent to Electronic Delivery 
	 The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this 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 Company’s Human Resources Department 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.