Notice of Grant of Restricted Stock Units and

 Restricted
        Stock Unit Award 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 an award of SHARES GRANTED restricted stock units (“RSUs”)
of Hologic, Inc. (the “Company”).
The RSUs are granted pursuant to the terms and conditions of the Plan, referenced above, and the restricted stock unit award
agreement (the “RSU Agreement”) provided herewith.


 


Subject to the terms and conditions of the RSU Agreement and
the Plan, 25% of the RSUs will vest on each of the first four anniversaries of the grant date (each a “Restriction Lapse
Date”), entitling you to receive one share of the Company’s common stock for each RSU so vested.


 


By your signature and the Company's signature below, you and
the Company agree that these RSUs are granted under and governed by the terms and conditions of the Plan and the RSU Agreement.


 


 








 





	 	 	 
	Hologic, Inc.	 	Date
	 	 	 
	  	 	 
	Electronic Signature

    	 	Acceptance Date







 


 



    	 



    	 



    









 


Hologic, Inc. 


Restricted Stock Unit Award Agreement


 


 


Restricted Stock Unit
Award Agreement (the “Award 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 Grantee desire to enter into an agreement whereby the Company will grant the Grantee Restricted Stock Units (“RSUs”)
in respect of the Company’s Common Stock, $.01 par value per share (the “Common Stock”), as set forth in the
Notice of Grant of Restricted Stock Units to which this Award Agreement is attached (the “Award Notice”).


 


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


 


1.Grant of RSUs. Pursuant to the terms and
conditions of this Award Agreement and the Plan (which is incorporated herein by reference), the Company hereby grants to the Grantee
the number of RSUs as provided in the Award Notice. The shares of Common Stock covered by these RSUs are sometimes hereinafter
referred to as the “RSU Shares”. The number and class of securities and vesting schedule of the RSUs 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 Award
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.Restricted Stock Units. Each RSU entitles
the Grantee to receive from the Company (i) one share of Common Stock for each RSU Share vested as of a Vesting Date (as defined
below) and (ii) the right to receive notional dividend equivalents, if any, each in accordance with the terms of this Award Agreement
and the Plan. As soon as practical after a Vesting Date, the Company shall deliver the RSU Shares which have vested on that date.


 


3.Dividend Equivalents. Until the Vesting
Date, whenever dividends are paid or distributed with respect to the Common Stock, the Grantee shall be entitled to receive notional
dividend equivalents (the “Dividend Equivalents”) in an amount equal in value to the amount of the dividend or property
distributed on a single share of Common Stock, multiplied by the number of RSUs credited to the Grantee’s account as of the
record date for such dividend or distribution.  Payment of
the notional dividend equivalents paid on RSUs will be withheld by the Company and shall be delivered to the Grantee as of the
Vesting Date, if and only to the extent that the RSUs have vested as of said date, as set forth in paragraph 4.  


 


4.Vesting. The RSUs granted hereby will vest
on the earlier to occur of (i) the Restriction Lapse Dates as provided in the Award Notice with respect to the number of shares
as provided in the Award Notice for each such date, or (ii) in their entirety on the termination of the Grantee’s Service
(as defined below) as a result of the death or Permanent Disability (as defined in Section 23(e)(3) of the Code) of the
Grantee, or the termination of the Grantee as the Company’s Chief Executive Officer by the Company other than for Cause,
provided that in each such case under this clause (ii) the Grantee has remained in continuous Service through such date or termination,
as applicable (the “Vesting Date”). 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. If the Grantee’s Service is terminated prior to the Vesting Date, then the
unvested RSUs shall terminate and Grantee shall have no further rights hereunder, including without limitation any rights to receive
any Dividend Equivalents as set forth in paragraph 3.


 



    	 



    	 



    




5.Nontransferability.
The RSUs granted pursuant to this Agreement may not be transferred without the consent of the
Company, other than by will or the laws of descent and distribution. 


 


6.No Rights Other Than Those
Expressly Created. Neither this Award Agreement, the RSUs, nor any action taken hereunder shall be construed as (i) giving
the Grantee any right to be retained in the Service of, or continue to be affiliated with, the Company, (ii) giving the Grantee
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 Grantee and the Company. As to any claim for any unpaid amounts or distributions under this Award Agreement,
any person having a claim for payments shall be an unsecured creditor. The Grantee shall not have any of the rights of a stockholder
with respect to any RSU Shares or any Dividend Equivalents until such time as the underlying RSU has been vested and the RSU 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 Grantee upon the Vesting Date or at some other time. The Company may require, upon the Vesting Date,
or demand, at such other time as it may consider appropriate, that the Grantee pay the Company the amount of any taxes which the
Company may determine is required to be collected or withheld, and the Grantee shall comply with the requirement or demand of the
Company.


 


(b)Securities
Law Compliance. Upon vesting (or partial vesting) of the RSUs granted hereunder, the Grantee 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 RSU 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 RSU Shares 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 RSU Shares, the Grantee 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 RSU Shares issued hereunder may be legended to reflect such restrictions.


 


(c)General. No RSU Shares shall
be issued or Dividend Equivalents distributed upon vesting of an RSU granted hereunder 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 RSU Shares
and/or distribution of such Dividend Equivalents.


 


8.Miscellaneous.


 


(a)409A Compliance. The Company
may, in its sole and absolute discretion, delay payments hereunder or make such other modifications with respect to the issuance
of stock hereunder as it reasonably deems necessary to comply with Section 409A of the Code and interpretative guidance thereunder.


 


(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 Award Agreement and the underlying RSUs, 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
Grantee.


  


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


 


(d)Notices.
Any notices required to be given under this Award Agreement 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 Grantee:


 


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 Award Agreement shall supersede in its entirety all prior undertakings and agreements of the Company and Grantee, whether
oral or written, with respect to the RSUs granted hereunder; 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 of
restricted stock units granted to the Grantee.


 


(f)Successors
and Assigns. The rights and obligations of the Company under this Award 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 Award 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 Award 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 Award Agreement shall nevertheless remain
in full force and effect. 


 


(h)Paragraph
Headings; Rules of Construction. The paragraph headings used in this Award Agreement are for convenience or reference, and
are not to be construed as part of this Award 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
Award Agreement.


 


(i)Electronic
Copies. The Company may choose to deliver certain materials relating to the Plan in electronic form. By accepting this Award
Agreement, the Grantee consents and agrees that the Company may deliver the Plan prospectus and the Company’s annual report
to Grantee in an electronic format. If at any time Grantee would prefer to receive paper copies of these documents, the Company
will provide 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 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 Award 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 Award Agreement is a part 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.