EX-10.1






Exhibit 10.1




Form of Change of Control Agreement




ANALOGIC CORPORATION




CHANGE OF CONTROL AGREEMENT




THIS AGREEMENT (the “Agreement”) by and between Analogic Corporation, a Massachusetts
corporation (the “Company”), and                  (the “Executive”), dated
as of May         , 2007 (the “Agreement Date”).



The Board of Directors of the Company (the “Board”) has determined that it is in the
best interests of the Company and its stockholders to assure that the Company will have the
continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a
Change of Control (as defined below). Therefore, to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.



NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



1. Certain Definitions



(a) An “Affiliate” of, or a Person “Affiliated” with, a specified Person,
means a Person that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the Person specified.



(b) “Effective Date” means the first date during the Change of Control Period on which
a Change of Control occurs; provided that the Executive is employed by the Company on that date.



(c) “Change of Control Period” means the period beginning on the Agreement Date and
ending on the third anniversary of the Agreement Date. However, beginning on the first anniversary
of the Agreement Date, and on each successive anniversary of the Agreement Date (each of such first
and successive anniversaries being referred to herein as a “Renewal Date”), the Change of
Control Period will be automatically extended so that it terminates 36 months after the Renewal
Date, unless, at least 60 days prior to that Renewal Date, the Company notifies the Executive that
the Change of Control Period will not be so extended.



(d) “Company” means, collectively, the Company and its Subsidiaries except for
purposes of Section 2 or where the context clearly requires otherwise.



(e) “Person” has the meaning given to that term in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any Person
described in and satisfying the conditions of Rule 13d-1(b)(1) under Section 13 of the Exchange
Act.



(f) “Subsidiary” means any corporation, limited liability company, partnership or
other entity that is an Affiliate of the Company.



2. Change of Control. “Change of Control” means:



(a) any acquisition or series of acquisitions by any Person other than (i) the Company, (ii)
any Subsidiary, (iii) any employee benefit plan of the Company or any Subsidiary, or (iv) any
Person holding common shares of the Company for or pursuant to the terms of such employee benefit
plan, which acquisition or acquisitions result in such Person (such Person being referred to herein
as the “Acquirer”) becoming the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company (the “Acquired Company
Securities”) constituting 35% or more of either (i) the then outstanding shares of the common
stock of the Company (“Outstanding Company Common Stock”), or (ii) the combined voting
power of the Company’s then outstanding securities that are then entitled to vote generally in the
election of directors of the Company (“Outstanding Company Voting Securities”), except that
any such acquisition or acquisitions of Outstanding Company Common Stock or Outstanding Company
Voting Securities by the Acquirer will not constitute a Change of Control where, and so long as,
the Acquirer (i) does not ever exercise the voting power of its Outstanding Company Common Stock or
its Outstanding Company Voting Securities, (ii) does not ever otherwise exercise control with
respect to any matter concerning or affecting the Company, and (iii) promptly, but in no event
longer than six (6) months after it acquires the Outstanding Company Common Stock or Outstanding
Company Voting Securities, sells, transfers, assigns, or otherwise disposes of, to a person that is
not an Affiliate of the Acquirer, that portion of the Acquired Company Securities which is
necessary to achieve all of the following results and objectives: to cause the Acquirer to
become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of Acquired Company Securities that constitute less than 20% of (A) the then existing
Outstanding Company Common Stock, and (B) the then existing Outstanding Company Voting Securities;
or



(b) approval by the stockholders of the Company of an agreement to merge or consolidate or
otherwise reorganize, with or into one or more Persons that are not Affiliates of the Company, as a
result of which less than 50% of the outstanding voting securities of the surviving or resulting
entity immediately after any such merger, consolidation, or reorganization are, or will be, owned,
directly or indirectly, by Persons that were stockholders of the Company immediately before such
merger, consolidation, or reorganization.



3. Employment Period. The Company hereby agrees to continue the Executive in its
employ, and the Executive hereby agrees to remain in the employ of the Company, for the period
commencing on the Effective Date and ending at the end of the 12th month following the Effective
Date (the “Employment Period”).



4. Terms of Employment



(a) Position and Duties.



(i) During the Employment Period, (A) the Executive’s position (including, without limitation,
offices, titles, and reporting requirements), authority, duties, and responsibilities shall be at
least commensurate in all material respects with the most significant of, and the highest grade or
level of, those that were held or exercised by the Executive or assigned to the Executive at any
time during the 120-day period immediately preceding the Effective Date, and (B) the Executive’s
services shall be performed at the location where the Executive was employed immediately preceding
the Effective Date or any other location less than 35 miles from
                                  .



(ii) During the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote full-time attention and time during
normal business hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s
reasonable best efforts to perform faithfully and efficiently such responsibilities. During the
Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on
corporate, civic, or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements, or teach at educational institutions, and (C) manage personal investments, so long as
these activities do not significantly interfere with the performance of the Executive’s
responsibilities as an employee of the Company in accordance with this Agreement, if and to the
extent that any such activities have been conducted by the Executive prior to the Effective Date.



(b) Compensation.



(i) Base Salary. During the Employment Period, the Executive shall receive from the
Company an annual base salary (“Annual Base Salary”), paid at a biweekly rate, equal to the
base salary in effect immediately prior to the Effective Date. During the Employment Period, the
Executive’s Annual Base Salary shall be reviewed at least annually and shall be adjusted at any
time and from time to time as shall be consistent with adjustments in base salary generally awarded
in the ordinary course of business to other peer executives of the Company. Annual Base Salary
shall not be reduced after any such increase, and, after any such increase, the term “Annual Base
Salary” shall refer to the Annual Base Salary as so increased.



(ii) Annual Bonus. The Executive shall be eligible for an annual bonus (the
“Annual Bonus”) in accordance with the Company’s then existing incentive plan.



(iii) Incentive, Savings, Retirement and Welfare Plans. The Executive, and the
Executive’s family, as the case may be, shall be eligible to participate in and shall receive
benefits under, during the Employment Period, all incentive, savings, retirement and welfare plans,
practices, policies, and programs generally applicable to other peer executives of the Company, but
in no event shall such plans, practices, policies, and programs provide the Executive (or the
Executive’s family) with incentive opportunities (measured with respect to both regular and special
incentive opportunities), savings opportunities, retirement benefits opportunities or welfare
benefits that are, in each case, less favorable, in the aggregate, than the most favorable of the
corresponding opportunities that were provided by the Company for the Executive under such plans,
practices, policies, and programs as were in effect at any time during the 120-day period
immediately preceding the Effective Date.



(iv) Business Expenses. During the Employment Period, the Executive shall be entitled
to receive from the Company prompt reimbursement for all reasonable business expenses incurred by
the Executive in accordance with the practices, policies, and procedures of the Company.



(v) Fringe Benefits. During the Employment Period, the Executive shall be entitled to
receive from the Company fringe benefits in accordance with the practices, policies, and programs
of the Company as were in effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date.



(vi) Vacation. During the Employment Period, the Executive shall be entitled to
receive from the Company paid vacation in accordance with the most favorable plans, practices,
policies, and programs of the Company as were in effect for the Executive at any time during the
120-day period immediately preceding the Effective Date.



5. Termination of Employment.



(a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Employment Period. If the Company determines in good faith
that a Disability (as defined below) of the Executive has occurred during the Employment Period, it
may give to the Executive written notice of its intent to terminate the Executive’s employment with
the Company. The Executive’s employment with the Company shall terminate effective on the
Executive’s receipt of such notice (the “Disability Effective Date”). “Disability”
means the absence of the Executive from the Executive’s duties with the Company on a full-time
basis for 60 consecutive business days as a result of incapacity due to mental or physical illness
which is determined by the Board acting reasonably to be total and permanent.



(b) Cause. The Company may terminate the Executive’s employment with the Company
during the Employment Period for Cause (as defined below). “Cause” means a material breach
by the Executive of this Agreement, gross negligence or willful misconduct in the Executive’s
performance of his or her duties with the Company, dishonesty to the Company on the part of the
Executive, or the commission by the Executive of a felony that results in a felony conviction of
the Executive in a court of competent jurisdiction.



(c) Good Reason. The Executive may terminate the Executive’s employment with the
Company during the Employment Period for Good Reason (as defined below). “Good Reason”
means:



(i) the assignment to the Executive of any responsibilities or duties inconsistent in any
respect with the Executive’s position (including, without limitation, offices, titles, and
reporting requirements), authority, duties, or responsibilities as contemplated by Section 4(a),
excluding any action that is remedied by the Company promptly after receipt of written notice given
by the Executive;



(ii) any failure by the Company to comply with any of the provisions of Section 4(b),
excluding any failure that is remedied by the Company promptly after receipt of written notice
given by the Executive;



(iii) the Company requiring the Executive to be based at any location other than those
locations described in Section 4(a)(i);



(iv) any purported termination by the Company of the Executive’s employment other than as
expressly permitted by this Agreement; or



(v) any failure by any successor to the Company to comply with and satisfy Section 12(c),
provided that such successor has received at least ten days prior written notice from the Company
or the Executive of the requirements of Section 12(c).



(d) Notice of Termination. Any termination by the Company for Cause or by the
Executive for Good Reason shall be communicated by a Notice of Termination (as defined below) to
the other party. A “Notice of Termination” means a written notice that (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated, and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such notice, specifies the Date
of Termination (which shall be not more than 15 days after the giving of such notice). The failure
by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance
that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any
right of the Executive or the Company or preclude the Executive or the Company from asserting such
fact or circumstance in enforcing the Executive’s or the Company’s rights.



(e) Date of Termination. “Date of Termination” means the date of receipt of
the Notice of Termination or any later date of termination that may be specified in the Notice of
Termination, provided, however, that (i) if the Executive’s employment is terminated by the Company
other than for Cause or Disability, the Date of Termination means the date on which the Company
notifies the Executive of such termination, and (ii) if the Executive’s employment is terminated by
reason of death or Disability, the Date of Termination means the date of death of the Executive or
the Disability Effective Date, respectively.



6. Obligations of the Company upon Termination.



(a) Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Employment Period, this Agreement shall terminate without further obligations
under this Agreement to the Executive’s legal representatives, except for the following obligations
(the amounts described in clauses (i), (ii), and (iii) are “Accrued Obligations”):



(i) payment of the Executive’s Annual Base Salary through the Date of Termination to the
extent not yet paid;



(ii) payment of any Annual Bonus earned but not yet paid; and



(iii) payment of any accrued vacation pay not yet paid.



All Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, at
the option of the Company, either (x) in a lump sum in cash within 30 days after the Date of
Termination, or (y) in 12 equal consecutive monthly installments, with the first installment to be
paid within 30 days of the Date of Termination.



(b) Disability. If the Executive’s employment is terminated by reason of the
Executive’s Disability during the Employment Period, this Agreement shall terminate without further
obligations under the Agreement to the Executive, except for all Accrued Obligations. All Accrued
Obligations shall be paid to the Executive, at the option of the Company, either (x) in a lump sum
in cash within 30 days after the Date of Termination, or (y) in 12 equal consecutive monthly
installments, with the first installment to be paid within 30 days after the Date of Termination.



(c) Cause; Other Termination by the Executive. If the Executive’s employment is
terminated for Cause, or if Executive terminates employment for other than Good Reason, in either
case during the Employment Period, this Agreement shall terminate without further obligations under
this Agreement to the Executive, except for the obligation to pay to the Executive the Annual Base
Salary through the Date of Termination to the extent not yet paid.



(d) Other Termination by the Company; Good Reason. If, during the Employment Period,
the Company shall terminate the Executive’s employment other than for Cause and not by reason of
the Executive’s Disability, or the Executive shall terminate his or her employment for Good Reason:



(i) the Company shall pay to the Executive the aggregate of the following amounts, such
amounts to be payable by the Company in a lump sum in cash within 30 days after the Date of
Termination:



A. all Accrued Obligations;



B. one times the sum of (i) the Executive’s Annual Base Salary, and (ii) any Annual Bonus to
which the Executive is entitled under the Company’s then existing incentive plan;



C. the Company shall pay the Executive up to $25,000 for executive outplacement services
utilized by the Executive, on the receipt by the Company of written receipts or other appropriate
documentation;



(ii) for 12 months, or such longer period as any plan, practice, policy, or program may
provide, the Company shall continue welfare benefits to the Executive and, where applicable, the
Executive’s family at least equal to those which would have been provided to them in accordance
with the plans, practices, policies, and programs described in Section 4(b)(iii) if the Executive’s
employment had not been terminated; provided, however, that if the Executive becomes employed
elsewhere during the Employment Period and is thereby afforded welfare and insurance benefits that
are comparable to those described in Section 4(b)(iii), the Company’s obligation to continue
providing the Executive with such benefits shall cease or be correspondingly reduced, as the case
may be.



7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any benefit, bonus, incentive, or other plans,
practices, policies, or programs provided by the Company and for which the Executive may qualify,
nor shall anything herein limit or otherwise affect such rights as the Executive may have under any
other agreements with the Company. Amounts that are vested benefits or that the Executive
otherwise is entitled to receive under any plan, practice, policy, or program of the Company on or
subsequent to the Date of Termination shall be payable in accordance with such plan, practice,
policy, or program, except as may be explicitly provided otherwise in this Agreement.



8. General Release and Waiver. In exchange for the consideration provided under this
Agreement, the Executive agrees to sign a General Release and Waiver of age and other
discrimination claims on a form provided by the Company at the time of separation.



9. Confidential Information; Non-Compete.



(a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret
or confidential information, knowledge, or data relating to the Company and its respective
businesses, which shall have been obtained by the Executive during the Executive’s employment by
the Company and which shall not be or become public knowledge (other than by acts by the Executive
or representatives of the Executive in violation of this Agreement). After termination of the
Executive’s employment with the Company, the Executive shall not, without the prior written consent
of the Company, communicate or divulge any such secret or confidential information, knowledge, or
data to anyone other than the Company and those designated by it. In addition, to the extent that
the Executive is a party to any other agreements relating to non-competition, confidential
information, inventions, or similar matters with the Company, the Executive shall continue to
comply with the provisions of such other agreements. In addition to the obligations under this
Section 9(a), the Executive shall execute any other documents which relate to the subject matter of
this Section 9(a) and which are required generally by the Company of its executive officers, and
such other documents already executed or executed after the effective date of this Agreement shall
thereby become part of this Agreement. Nothing in this Agreement shall be construed as modifying
any provisions of such other agreements or documents. In the case of any inconsistency between
such other agreements and documents and this Agreement, the broader provision shall prevail. If
the Executive breaches this Section 9(a) or a covenant not to compete or confidentiality provision
in any such other agreement or document, that breach shall be considered a breach of this
Agreement. In addition to any other rights the Company may have for such breach if such breach
occurs after the termination of employment, the Executive shall forfeit the benefits under Section
6(d). If such breach is determined retroactively, the Executive shall pay promptly to the Company
the amount the Company paid or incurred to provide any benefits to Executive after the date of such
breach.



(b) The Executive acknowledges that the Company will suffer damages incapable of ascertainment
if any of the provisions of subsection (a) are breached and that the Company will be irreparably
damaged if the provisions of subsection (a) are not enforced. Therefore, should any dispute arise
with respect to the breach or threatened breach of subsection (a), the Executive agrees and
consents that in addition to any other remedies available to the Company, an injunction or
restraining order or other equitable relief may be issued or ordered by a court of competent
jurisdiction restraining any breach or threatened breach of subsection (a). The Executive agrees
not to urge in any such action that an adequate remedy exists at law.



10. Public Announcements. The Executive shall not issue any press release or
otherwise make any public statement with respect to the Company, this Agreement, or the
transactions contemplated herein.



11. Arbitration. Any dispute, controversy, or claim arising out of or relating to
this Agreement, or any breach hereof, shall be determined and settled by arbitration to be held in
Boston, Massachusetts, pursuant to the commercial rules of the American Arbitration Association or
any successor organization and before a panel of three arbitrators. Any award rendered shall be
final, conclusive, and binding on the parties.



12. Successors.



(a) This Agreement is personal to the Executive and, without the prior written consent of the
Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s
legal representatives.



(b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.



(c) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business or assets of the Company
to assume expressly and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken place. As used in
this Agreement, “Company” shall mean the Company and any successor to all or substantially all of
its business or assets which assumes and agrees to perform this Agreement by operation of law or
otherwise.



13. Miscellaneous.



(a) All notices and other communications given pursuant to this Agreement shall be in writing
and shall be deemed received (i) on the calendar day following the date such notice is sent if (A)
delivered by hand, or (B) delivered via overnight delivery by Express Mail, Federal Express, or
other national overnight delivery service, or (ii) on the fifth (5th) calendar day
following the date such notice is sent, if sent by registered or certified mail, return receipt
requested, in every case, to the appropriate party at the address given below for such party (or to
such other address designated by the party in writing and delivered to the other party pursuant to
this Section 13(a)).




If to the Executive:




                                   




                                   




                                   




                                   




If to the Company:




Analogic Corporation




8 Centennial Drive




Peabody, Massachusetts 01960




Attn: President



(b) The Company shall deduct or withhold from salary payments, and from all other payments
made to the Executive pursuant to this Agreement, all amounts that may be required to be deducted
or withheld under any applicable law now in effect or that may become effective during the term of
this Agreement (including, without limitation, social security contributions and income tax
withholdings).



(c) This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without reference to principles of conflict of laws. The Executive
consents to jurisdiction in Massachusetts and venue in Suffolk County for purposes of all claims
arising under this Agreement. The captions of this Agreement are not part of the provisions of
this Agreement and shall have no force or effect. Except as specifically referenced in this
Agreement (including, without limitation, agreements referenced in Section 7 which shall be treated
as being specifically referenced in this Agreement), no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter of this Agreement, have been made
by either party that are not expressly set forth in this Agreement. No provision of this Agreement
may be waived, modified, or amended, orally or by any course of conduct, unless such waiver,
modification, or amendment is set forth in a written agreement duly executed by the parties or
their respective successors and legal representatives. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. The Executive’s or the Company’s failure to insist on strict compliance with
any provision in any particular instance shall not be deemed to be a waiver of that provision or
any other provision.



[The next page is the signature page.]






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IN WITNESS WHEREOF, the Executive has set his or her hand and, pursuant to the authorization
from its Board of Directors, the Company has caused these presents to be executed in its name and
on its behalf, all as of the day and year first above.




ANALOGIC CORPORATION




By:                                                       
                




Name:


Title:




EXECUTIVE:



                                                                       




Name




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