HOLOGIC, INC.
1995 COMBINATION STOCK OPTION PLAN
Section I. Purpose of the Plan.
The purposes of this Hologic, Inc. 1995 Combination Stock Option Plan
(the "1995 Plan") are (i) to provide long-term incentives and rewards to those
key employees (the "Employee Participants") of Hologic, Inc. (the
"Corporation") and its subsidiaries (if any), and any other persons (the "Non-
employee Participants") who are in a position to contribute to the long-term
success and growth of the Corporation and its subsidiaries, (ii) to assist the
Corporation in retaining and attracting executives and key employees with
requisite experience and ability, and (iii) to associate more closely the
interests of such executives and key employees with those of the Corporation's
stockholders. Notwithstanding the foregoing, if Section 16, as defined in
Section II, is applicable to the Corporation, then any director of the
Corporation who is a member of the Committee, as defined in paragraph (a) of
Section III, shall not be eligible to receive any Stock Options.
Section II. Definitions.
"Code" is the Internal Revenue Code of 1986, as it may be amended
from time to time.
"Common Stock" is the $.01 par value common stock of the
Corporation.
"Committee" is defined in Section III, paragraph (a).
"Corporation" is defined in Section I.
"Corporation ISOs" are all stock options (including 1995 Plan
ISOs) which (i) are Incentive Stock Options and (ii) are granted under
any plans (including this 1995 Plan) of the Corporation, a Parent
Corporation and/or a Subsidiary Corporation.
"Employee Participants" is defined in Section I.
"Fair Market Value" of any property is the value of the property
as reasonably determined by the Committee.
"Incentive Stock Option" is a stock option which is treated as an
incentive stock option under Section 422 of the Code.
"1995 Plan" is defined in Section I.
"1995 Plan ISOs" are Stock Options which are Incentive Stock
Options.
"Non-employee Participants" is defined in Section I.
"Non-qualified Option" is a Stock Option which does not qualify as
an Incentive Stock Option or for which the Committee provides, in the
terms of such option and at the time such option is granted, that the
option shall not be treated as an Incentive Stock Option.
"Parent Corporation" has the meaning provided in Section 424(e) of
the Code.
"Participants" are all persons who are either Employee
Participants or Non-employee Participants.
"Permanent and Total Disability" has the meaning provided in
Section 22(e)(3) of the Code.
"Section 16" means Section 16 of the Securities Exchange Act of
1934, as amended, or any similar or successor statute, and any rules,
regulations, or policies adopted or applied thereunder.
"Stockholder Approval" means the affirmative vote of at least a
majority of the shares of Common Stock present and entitled to vote at a
duly held meeting of the stockholders of the Corporation, unless a
greater vote is required by state law or Section 16, if applicable to
the Corporation, in which case such greater requirement shall apply.
Stockholder approval may be obtained by written consent or other means,
to the extent permitted by applicable state law.
"Stock Options" are rights granted pursuant to this 1995 Plan to
purchase shares of Common Stock at a fixed price.
"Subsidiary Corporation" has the meaning provided in Section
424(f) of the Code.
"Ten Percent Stockholder" means, with respect to a 1995 Plan ISO,
any individual who directly or indirectly owns stock possessing more
than 10% of the total combined voting power of all classes of stock of
the Corporation or any Parent Corporation or any Subsidiary Corporation
at the time such 1995 Plan ISO is granted.
Section III. Administration.
(a) The Committee. This 1995 Plan shall be administered by a
compensation committee designated by the Board of Directors of the
Corporation, which may include any persons (including any or all of the
directors) designated by the Board of Directors (the administering body is
hereafter referred to as the "Committee"). The Committee shall serve at the
pleasure of the Board of Directors, which may from time to time, and in its
sole discretion, discharge any member, appoint additional new members in
substitution for those previously appointed and/or fill vacancies however
caused. A majority of the Committee shall constitute a quorum and the acts of
a majority of the members present at any meeting at which a quorum is present
shall be deemed the action of the Committee. No person shall be eligible to
be a member of the Committee if that person's membership would prevent the
plan from complying with Section 16, if applicable to the Corporation. At
such time as any class of equity security of the Corporation is registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Act"), (i) the Committee shall consist of at least two members of the Board
of Directors and (ii) no member of the Committee while a member thereof shall
be granted Stock Options under this Plan, nor may any person be appointed to
the Committee unless he was not granted or awarded stock options or shares of
Common Stock under this 1995 Plan or any other plan of the Corporation at any
time within the one-year period immediately prior to such appointment as
provided in Rule 16b-3 promulgated under the Act.
(b) Authority and Discretion of the Committee. Subject to the express
provisions of this 1995 Plan and provided that all actions taken shall be
consistent with the purposes of this 1995 Plan, and subject to ratification by
the Board of Directors only if required by applicable law, the Committee shall
have full and complete authority and the sole discretion to: (i) determine
those persons who shall constitute key employees eligible to be Employee
Participants; (ii) select the Participants to whom Stock Options shall be
granted under this 1995 Plan; (iii) determine the size and the form of the
Stock Options, if any, to be granted to any Participant; (iv) determine the
time or times such Stock Options shall be granted including the grant of Stock
Options in connection with other awards made, or compensation paid, to the
Participant; (v) establish the terms and conditions upon which such Stock
Options may be exercised and/or transferred, including the exercise of Stock
Options in connection with other awards made, or compensation paid, to the
Participant; (vi) make or alter any restrictions and conditions upon such
Stock Options and the Stock received on exercise thereof, including, but not
limited to, providing for limitations on the Participant's right to keep any
Stock received on termination of employment; (vii) determine whether the
Participant or the Corporation has achieved any goals or otherwise satisfied
any conditions or requirements that may be imposed on or related to the
exercise of Stock Options; and (viii) adopt such rules and regulations,
establish, define and/or interpret these and any other terms and conditions,
and make all determinations (which may be on a case-by-case basis) deemed
necessary or desirable for the administration of this 1995 Plan.
Notwithstanding any provision of this 1995 Plan to the contrary, only Employee
Participants shall be eligible to receive 1995 Plan ISOs. If the Common Stock
is registered pursuant to Section 12 of the 1934 Act, then notwithstanding any
provision of this 1995 Plan to the contrary, grants of Stock Options to non-
employee directors must be uniformly offered to all such non-employee
directors.
(c) Applicable Law. This 1995 Plan, and all Stock Options shall be
governed by the law of the state in which the Corporation is incorporated.
Section IV. Terms of Stock Options.
(a) Agreements. Stock Options shall be evidenced by a written
agreement between the Corporation and the Participant awarded the Stock
Option. This agreement shall be in such form, and contain such terms and
conditions (not inconsistent with this 1995 Plan) as the Committee may
determine. If the Stock Option described therein is not intended to be an
Incentive Stock Option, but otherwise qualifies as an Incentive Stock Option,
the agreement shall include the following, or a similar, statement: "This
stock option is not intended to be an Incentive Stock Option, as that term is
described in Section 422 of the Internal Revenue Code of 1986, as amended."
(b) Term. Stock Options shall be for such periods as may be
determined by the Committee, provided that in the case of 1995 Plan ISOs, the
term of any such 1995 Plan ISO shall not extend beyond three months after the
time the Participant ceases to be an employee of the Corporation.
Notwithstanding the foregoing, the Committee may provide in a 1995 Plan ISO
that in the event of the Permanent and Total Disability or death of the
Participant, the 1995 Plan ISO may be exercised by the Participant or his
estate (if applicable) for a period of up to one year after the date of such
Permanent and Total Disability or Death. In no event may a 1995 Plan ISO be
exercisable (including provisions, if any, for exercise in installments)
subsequent to ten years after the date of grant, or, in the case of 1995 Plan
ISOs granted to Ten Percent Stockholders, more than five years after the date
of grant.
(c) Purchase Price. The purchase price of shares purchased pursuant
to any Stock Option shall be determined by the Committee, and shall be paid by
the Participant or other person permitted to exercise the Stock Option in full
upon exercise, (i) in cash, (ii) by delivery of shares of Common Stock (valued
at their Fair Market Value on the date of such exercise), (iii) any other
property (valued at its Fair Market Value on the date of such exercise), or
(iv) any combination of cash, stock and other property, with any payment made
pursuant to subparagraphs (ii), (iii) or (iv) only as permitted by the
Committee, in its sole discretion. In no event will the purchase price of
Common Stock be less than the par value of the Common Stock. Furthermore, the
purchase price of Common Stock subject to a 1995 Plan ISO shall not be less
than the Fair Market Value of the Common Stock on the date of the issuance of
the 1995 Plan ISO, provided that in the case of 1995 Plan ISOs granted to Ten
Percent Stockholders, the purchase price shall not be less than 110% of the
Fair Market Value of the Common Stock on the date of issuance of the 1995 Plan
ISO.
(d) Further Restrictions as to Incentive Stock Options. To the extent
that the aggregate Fair Market Value of Common Stock with respect to which
Corporation ISOs (determined without regard to this section) are exercisable
for the first time by any Employee Participant during any calendar year
exceeds $100,000, such Corporation ISOs shall be treated as options which are
not Incentive Stock Options. For the purpose of this limitation, options
shall be taken into account in the order granted, and the Committee may
designate that portion of any Corporation ISO that shall be treated as not an
Incentive Stock Option in the event that the provisions of this paragraph
apply to a portion of any option, unless otherwise required by the Code or
regulations of the Internal Revenue Service. The designation described in the
preceding sentence may be made at such time as the Committee considers
appropriate, including after the issuance of the option or at the time of its
exercise. For the purpose of this section, Fair Market Value shall be
determined as of the time the option with respect to such stock is granted.
(e) Restrictions. At the discretion of the Committee, the Stock
Options, as well as the Common Stock issued pursuant to the Stock Options, may
be subject to restrictions on vesting or transferability. For the purposes of
this limitation, options shall be taken into account in the order granted.
(f) Withholding of Taxes. Pursuant to applicable federal, state,
local or foreign laws, the Corporation may be required to collect income or
other taxes upon the grant of a Stock Option to, or exercise of a Stock Option
by, a holder. The Corporation may require, as a condition to the exercise of
a Stock Option, or demand, at such other time as it may consider appropriate,
that the Participant pay the Corporation the amount of any taxes which the
Corporation may determine is required to be withheld or collected, and the
Participant shall comply with the requirement or demand of the Corporation.
In its discretion, the Corporation may withhold shares to be received upon
exercise of a Stock Option if it deems this an appropriate method for
withholding or collecting taxes.
(g) Securities Law Compliance. Upon exercise (or partial exercise) of
a Stock Option, the Participant or other holder of the Stock Option shall make
such representations and furnish such information as may, in the opinion of
counsel for the Corporation, be appropriate to permit the Corporation to issue
or transfer Stock in compliance with the provisions of applicable federal or
state securities laws. The Corporation, in its discretion, may postpone the
issuance and delivery of Stock 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 Corporation may
consider appropriate. Furthermore, the Corporation is not obligated to
register or qualify the shares of Common Stock to be issued upon exercise of a
Stock Option under federal or state securities laws (or to register or qualify
them at any time thereafter), and it may refuse to issue such shares if, in
its sole discretion, registration or exemption from registration is not
practical or available. The Corporation may require that prior to the
issuance or transfer of Stock upon exercise of a Stock Option, the Participant
enter into a written agreement to comply with any restrictions on subsequent
disposition that the Corporation deems necessary or advisable under any
applicable federal and state securities laws. Certificates of Stock issued
hereunder may bear a legend reflecting such restrictions.
(h) Right to Stock Option. No employee of the Corporation or any
other person shall have any claim or right to be a participant in this 1995
Plan or to be granted a Stock Option hereunder. Neither this 1995 Plan nor
any action taken hereunder shall be construed as giving any person any right
to be retained in the employ of the Corporation. Nothing contained hereunder
shall be construed as giving any person any equity or interest of any kind in
any assets of the Corporation or creating a trust of any kind or a fiduciary
relationship of any kind between the Corporation and any such person. As to
any claim for any unpaid amounts under this 1995 Plan, any person having a
claim for payments shall be an unsecured creditor.
(i) Indemnity. Neither the Board of Directors nor the Committee, nor
any members of either, nor any employees of the Corporation or any parent,
subsidiary, or other affiliate, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to this 1995 Plan, and the
Corporation hereby agrees to indemnify the members of the Board of Directors,
the members of the Committee, and the employees of the Corporation and its
parent or subsidiaries in respect of any claim, loss, damage, or expense
(including reasonable counsel fees) arising from any such act, omission,
interpretation, construction or determination to the full extent permitted by
law.
(j) Participation by Foreigners. Without amending this 1995 Plan,
except to the extent required by the Code in the case of Incentive Stock
Options, the Committee may modify grants made to participants who are foreign
nationals or employed outside the United States so as to recognize differences
in local law, tax policy, or custom.
Section V. Amendment and Termination; Adjustments Upon Changes in
Stock.
The Board of Directors of the Corporation may at any time, and from time
to time, amend, suspend or terminate this 1995 Plan in whole or in part;
provided, however, that neither the Board of Directors nor the Committee may
materially amend or modify the definition of Employee Participants,
materially increase the benefits accruing to Participants, increase the number
of shares of Common Stock reserved for purposes of this 1995 Plan, extend the
term of this 1995 Plan, materially modify the requirements to be a Participant
in this 1995 Plan, or otherwise modify this 1995 Plan in any way or manner
requiring the approval of the Stockholders under the Code, or rules and
regulations thereunder, or Section 16, if applicable to the Corporation,
without Stockholder Approval and compliance with any applicable law, rules, or
regulations. Except as provided herein, no amendment, suspension or
termination of this 1995 Plan may affect the rights of a Participant to whom a
Stock Option has been granted without such Participant's consent. The
Committee is specifically authorized to convert, in its discretion, the
unexercised portion of any 1995 Plan ISO granted to an Employee Participant to
a Non-qualified Option at any time prior to the exercise, in full, of such
1995 Plan ISO. If there shall be any change in the Common Stock or to any
Stock Option granted under this 1995 Plan through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change
in the corporate structure of the Corporation, appropriate adjustments may be
made by the Committee (or if the Corporation is not the surviving corporation
in any such transaction, the Board of Directors of the surviving corporation,
or its designee) in the aggregate number and kind of shares subject to this
1995 Plan, and the number and kind of shares and the price per share subject
to outstanding options, provided that such adjustment does not affect the
qualification of any 1995 Plan ISO as an Incentive Stock Option. In
connection with the foregoing, the Committee may issue new Stock Options in
exchange for outstanding Stock Options.
Section VI. Shares of Stock Subject to the Plan.
The number of shares of Common Stock that may be the subject of awards
under this 1995 Plan shall not exceed an aggregate of 550,000 shares. Shares
to be delivered under this 1995 Plan may be either authorized but unissued
shares of Common Stock or treasury shares. Any shares subject to an option
hereunder which for any reason terminates, is cancelled or otherwise expires
unexercised, and any shares reacquired by the Corporation due to restrictions
imposed on the shares, shares returned because payment is made hereunder in
stock of equivalent value rather than in cash, and/or shares reacquired from a
recipient for any other reason shall, at such time, no longer count towards
the aggregate number of shares which have been the subject of Stock Options
issued hereunder, and such number of shares shall be subject to further awards
under this 1995 Plan, provided, first, that the total number of shares then
eligible for award under this 1995 Plan may not exceed the total specified in
the first sentence of this Section VI, and second, that the number of shares
subject to further awards shall not be increased in any way that would cause
this 1995 Plan or any Stock Option to not comply with Section 16, if
applicable to the Corporation.
Section VII. Effective Date and Term of this Plan.
Provided there is Stockholder Approval on or before June 28, 1996, the
effective date of this 1995 Plan is June 28, 1995 (the "Effective Date") and
awards under this 1995 Plan may be made for a period of ten years commencing
on the Effective Date. The period during which a Stock Option may be
exercised may extend beyond that time as provided herein.
Date of Approval by Board of Directors: June 28, 1995
Date of Approval by the Stockholders: March 15, 1996