EX-10.1






Exhibit 10.1




Hand Delivered



November 21, 2007



Mr. Bernard M. Gordon


Chairman of the Board of Directors


Analogic Corporation


8 Centennial Drive


Peabody, MA 01960



Dear Bernie:



I am sending you this letter to acknowledge my and the rest of the Analogic Board of Directors’
appreciation for the role you played during fiscal year 2007 in stabilizing Analogic’s operations,
and subsequently, assuring a smooth transition to me of the Chief Executive Officer
responsibilities. When you first accepted the interim Chief Executive Officer role, it was
understood that you would spend approximately half of your time here at Analogic, and the other
half at Neurologica. In reality, however, you spent far more than half of your time here at
Analogic. Furthermore, your valuable service in the capacity of Advisor to the President from May
through July 2007 (and since that time as Chairman of the Board) has enabled me to accelerate the
pace of my orientation to Analogic’s businesses, customers, employees, culture, etc. This
assistance assured a smooth handoff of many of the successful initiatives you had underway while
you served as CEO during the prior seven months,. The Board of Directors would like to recognize
both your efforts and your success as both Chief Executive Officer and Advisor to the President
during fiscal year 2007.



In addition, the Directors would like to acknowledge the long service you provided to Analogic as
its Founder and Chief Executive Officer. Recognizing you benefited as a shareholder through the
increased value of your founders shares, the Board would also like to recognize the fact that you
worked for many years without many of the customary compensation elements typically afforded an
individual in the position of Chief Executive Officer, including annual stock awards, supplemental
pension benefits, perquisites, etc. In consideration of the above, and of your valuable assistance
to me, and of the fact that your tenure as an employee of Analogic has officially come to an end,
and of your agreements set forth below, the Board of Directors would like to present you with a
special payment of $300,000. Please acknowledge your agreement with the following by signing and
returning to me one of the duplicate originals of this letter:




	 	•	 	With the exception of ongoing Board fees, you acknowledge and agree that Analogic has
fully satisfied its financial and other obligations to you arising at any time up to this
date, and fully release Analogic from all claims in connection with or related to any and
all such obligations.






	 	•	 	You will continue to abide by all Analogic policies applicable to you as a director,
including the Analogic Code of Business Conduct and Ethics, and will acknowledge annually
that you will comply with each such policy by executing appropriate documentation to such
effect for each year that you continue to serve as a director.






	 	•	 	You agree you will not directly or indirectly solicit any active employee of Analogic
until 2 years from the date of your last employment or one year after you leave Analogic’s
Board of Directors, whichever comes later. You will not be considered to have solicited any
such employee who voluntarily approaches you or Neurologica and initiates discussions
concerning employment.






	 	•	 	You will provide assistance to the Company from time to time when requested by the
Company with respect to litigation to which the Company is a party.




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November 21, 2007


Bernard M. Gordon



Bernie, I would like to reiterate my sincere appreciation for your guidance since the time of my
arrival at Analogic, and I look forward to a continued fruitful relationship with you both as an
advisor and as a fellow Analogic Board member.



Sincerely,



/s/ JAMES W. GREEN 

James W. Green, President and CEO



Analogic Corporation



Acknowledged and agreed to:



/s/ BERNARD M. GORDON 11/23/07


Bernard M. Gordon            Date




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