Hologic, Inc. Notice
        of Grant of Stock Options 

And Option Agreement 

         
	
        Hologic, Inc. 

        ID: 04-2902449

        35 Crosby Drive

        Bedford, MA 01730

         





 





 


 



 





	Participant Name	Plan: 2008 Amended Equity Incentive Plan 





 




Effective, GRANT DATE you have been granted a Non-Qualified Stock Option (the “Option”)
to buy SHARES GRANTED of Hologic, Inc. (the “Company”)
common stock at GRANT PRICE. The Option is
granted pursuant to the terms and conditions of the Plan, referenced above, and the option agreement (the “Option Agreement”)
provided herewith. 





 





Subject to the terms and conditions
of the Option Agreement and the Plan, the Option will vest 20% on each of the first five anniversaries of the grant date, such
that the Option will be fully vested on the fifth anniversary of the grant date. Unless sooner terminated pursuant to the terms
of the Option Agreement or the Plan the Option will expire on EXPIRATION DATE [SEVEN YEARS FROM ISSUE DATE].





 


By your signature and the Company's signature below, you and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and the Option Agreement.  


 





 



 





	 	 	 
	Hologic, Inc.	 	Date
	 	 	 
	  	 	 
	Electronic Signature                

    	 	Acceptance Date


 



    	 



    	 



    




HOLOGIC, INC. 


 


NON-QUALIFIED STOCK OPTION AGREEMENT



 


Non Qualified Stock Option Agreement (the
“Option Agreement”) pursuant to the Hologic, Inc. 2008 Equity Incentive Plan, as it may be amended from time to time
(the “Plan”).


 


W I T N E S S E T H:


 


WHEREAS, the Company and the Optionee desire
to enter into an agreement whereby the Company will grant the Optionee an option (the “Option”) to purchase shares
of the Company’s Common Stock, $.01 par value per share (the “Common Stock”), as set forth in the Notice of Grant
of Stock Options to which this Award Agreement is attached (the “Award Notice”); and


 


WHEREAS, this Option is intended to qualify
as a “Non-Qualified Stock Option”, which is a stock option which does not qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and the Optionee agree as follows:


 


1.
Grant of Option.


 


Pursuant to the terms and conditions of
this Option Agreement and the Plan (which is incorporated herein by reference), the Company hereby grants to the Optionee an Option
to purchase shares of Common Stock (the “Option Shares”) as provided in the Award Notice. The exercise price at which
the Option Shares may be purchased (the “Option Exercise Price”) and the vesting schedule of the Option are set forth
in the Award Notice. The number and class of securities, vesting schedule and exercise price per share subject to this Option are
subject to adjustment as set forth in the Plan. In the event of a conflict between the terms and conditions of the Plan and this
Option Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Plan.


 


2. Vesting of Option.


 


Subject to the provisions of the Plan,
Section 3 of this Option Agreement and the right of the Company to accelerate the date upon which any or all of this Option would
otherwise become exercisable, the Optionee shall be entitled to exercise this Option with respect to all or a portion of the percentage
or number of the Option Shares provided in the Award Notice. Notwithstanding the foregoing, in the event that the Optionee’s
Service (as defined below) is terminated as a result of the death or Permanent Disability (as defined in Section 23(e)(3) of the
Code) of the Optionee, or the Optionee is terminated by the Company as the Company’s Chief Executive Officer other than for
cause (as defined in the Plan) the Option shall become fully vested upon such termination. For purposes of this Agreement,
the term “Service” shall mean service as a Service Provider to the Company, and the term “Service Provider”
shall mean an employee, officer or director of the Company or an Affiliate of the Company, or a consultant currently providing
services to the Company or an Affiliate of the Company. Whether a termination of Service shall have occurred for purposes of this
Agreement shall be determined by the Company, which determination shall be final, binding and conclusive.


Notwithstanding any provision of this Option
Agreement to the contrary, in no event may this Option be exercised after the Expiration Date set forth in the Award Notice.


 


3. Termination of Service. 


 


If the Optionee’s Service is terminated
(a “Termination”), then unless otherwise provided in this Option Agreement or the Plan, this Option may be exercised
as to all shares with respect to which Optionee could exercise this Option on the date of Termination, and which shares have not
been previously purchased, until the earlier of the Expiration Date, or: ninety (90) days after the Termination;
or such other date as determined by the Company, and there shall be no further vesting of the Option after such Termination; provided,
however, in the case of a Termination by reason of death or Permanent Disability, or the termination of the Optionee by the Company
as the Company’s Chief Executive Officer other than for cause, this option may be exercised as to all shares subject to this
Option that have not been previously purchased until the Expiration Date set forth in the Award Notice.


 


 



    	 



    	 



    




   


Notwithstanding the foregoing, in the case
of a Termination for cause, the ability to exercise this Option may be terminated on such earlier date as the Company may specify,
and such date may be set so as to prevent the Optionee from further exercising any portion of this Option.


 


4. Nontransferability; Persons Able
to Exercise.


 


The Option may not be transferred other
than by will or the laws of descent and distribution. During the life of the Optionee, only the Optionee may exercise this Option.
If the Optionee dies while still employed by the Company, or the periods specified in Section 3, this Option may be exercised by
the Optionee’s executors, administrators, legatees or distributees, provided that such person or persons comply with the
provisions of this Option applicable to the Optionee.


 


5. Method of Exercising Option.


 


The Option may be exercised, in whole or
in part, by written notice to the Company, containing an executed Notice of Exercise in the form of Attachment A, provided that
the Company, in its discretion, may modify or augment these requirements as provided in Section 7 of this Option Agreement, or
where appropriate because a person other than the Optionee is exercising the Option pursuant to Section 4. The written notice specified
in this Section must be accompanied by payment of the Option Exercise Price for the shares being purchased. Payment shall be made
in cash, unless the Company, in its sole discretion, authorizes payment to be made in shares of Common Stock of the Company, a
combination of such shares and cash. As soon as practical after receipt of this notice and payment, the Company shall deliver the
purchased Option Shares. In the event this Option is exercised by any person other than the Optionee, the notice shall be accompanied
by appropriate proof of the right of such person to exercise this Option.


 


6. No Rights Other Than Those Expressly
Created.


 


Neither this Option, the Option Agreement
nor any action taken hereunder shall be construed as (i) giving the Optionee any right to be retained in the Service of, or continue
to be affiliated with, the Company, (ii) giving the Optionee any equity or interest of any kind in any assets of the Company, or
(iii) creating a trust of any kind or a fiduciary relationship of any kind between the Optionee and the Company. As to any claim
for any unpaid amounts under this Option, any person having a claim for payments shall be an unsecured creditor. The Optionee shall
not have any of the rights of a stockholder with respect to any Option Shares until such time as this Option has been exercised
and Option Shares have been issued.


 


7. Compliance with Laws.


 


(a) Withholding of Taxes. Pursuant to applicable federal,
state, local or foreign laws, the Company may be required to collect or withhold income or other taxes from Optionee upon the grant
of this Option, the exercise of this Option, or at some other time. The Company may require, as a condition to the exercise of
this Option, or demand, at such other time as it may consider appropriate, that the Optionee pay the Company the amount of any
taxes which the Company may determine is required to be collected or withheld, and the Optionee shall comply with the requirement
or demand of the Company.


 


(b) Securities Law Compliance. Upon
exercise (or partial exercise) of this Option, the Optionee shall make such representations and furnish such information as may,
in the opinion of counsel for the Company, be appropriate to permit the Company to issue or transfer the Option Shares in compliance
with the provisions of applicable federal or state securities laws. The Company, in its discretion, may postpone the issuance and
delivery of Option Shares upon any exercise of this Option until completion of such registration or other qualification of such
shares under any federal or state laws, or stock exchange listing, as the Company may consider appropriate. In addition, the Company
may require that prior to the issuance or transfer of Option Shares upon exercise of this Option, the Optionee enter into a written
agreement to comply with any restrictions on subsequent disposition that the Company deems necessary or advisable under any applicable
federal and state securities laws. The Option Shares issued hereunder may be legended to reflect such restrictions.


 






    	 



    	 



    

 


(c) General. No Option Shares shall be issued
upon exercise of this Option unless and until the Company is satisfied, in its sole discretion, that there has been compliance
with all legal requirements applicable to the issuance of such Option Shares.


 


8. Miscellaneous.


 


(a) Non-Qualified Option. The Option hereby granted is
not intended to be an “incentive stock option” as that term is defined in Section 422 of the Internal Revenue Code.


 


(b) Discretion of the Committee. Unless otherwise explicitly
provided herein, the Board of Directors of the Company, or an authorized committee thereof, shall make all determinations required
to be made hereunder, including determinations required to be made by the Company, and shall interpret all provisions of this Option
and Option Agreement, as it deems necessary or desirable, in its sole and unfettered discretion. Such determinations and interpretations
shall be binding on and conclusive to the Company and the Optionee.


 


(c) Amendment. This Option may only be modified or amended
by a writing signed by both parties.


 


(d) Notices. Any notices required to be given under this
Option shall be sufficient if in writing and if sent by certified mail, return receipt requested, and addressed as follows:


 


 


if to the Company:


 


Hologic, Inc. 35 Crosby Dr.


Bedford, MA 01730 Attention:


Chief
Financial Officer


 


if to the Optionee:


 


As set forth in the records of the Company



 


or
to such other address as either party may designate under the provisions hereof.


 


(e)
Entire Agreement. This Option Agreement shall supersede in its entirety all prior undertakings and agreements of the Company
and Optionee, whether oral or written, with respect to this option; provided however that nothing herein shall supersede any prior
written employment or other similar written agreement, if any, that may provide, in certain circumstances, for acceleration or
extension of options granted to the Optionee.


 


(f)
Successors and Assigns. The rights and obligations of the Company under this Option Agreement shall inure to the benefit
of and be binding upon the successors and assigns of the Company.






    	 



    	 



    




  


(g) Applicable Law;
Severability. All rights and obligations under this Option Agreement shall be governed by the laws of the State of Delaware.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Option Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such
court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any
such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Option Agreement shall nevertheless
remain in full force and effect.


 


(h) Paragraph Headings; Rules of Construction.
The paragraph headings used in this Option Agreement are for convenience or reference, and are not to be construed as part of this
Option or Option Agreement. The parties hereto acknowledge and agree that the rule of construction to the effect that any ambiguities
are resolved against the drafting party shall not be employed in the interpretation of this Option Agreement.


 


(i) Electronic Copies. The Company
may choose to deliver certain materials relating to the Plan in electronic form. By accepting this option, you consent and 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
you with such copies upon request.


 


(j) No Waiver of Rights, Powers and
Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Option Agreement, and no
course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party, unless
explicitly provided for herein. No single or partial exercise of any right, power or remedy under this Option Agreement by a party
hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from
any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.


 


(k) Counterparts. The Award
Notice to which this Option Agreement is attached and incorporated by reference may be executed in multiple counterparts, including
by electronic or facsimile signature, each of which shall be deemed in original but all of which together shall constitute one
and the same instrument.