HOLOGIC, INC.
AMENDED AND RESTATED
1999 EQUITY INCENTIVE PLAN
Section 1. Purpose
The purpose of the Hologic, Inc. Amended and Restated
1999 Equity Incentive Plan (the "Plan") is to attract and
retain employees and directors, to provide an incentive for
them to assist Hologic, Inc. (the "Corporation") to achieve
long-range performance goals, and to enable them to
participate in the long-term growth of the Corporation.
Section 2. Definitions
(a) "Affiliate" means any business entity in which the
Corporation owns directly or indirectly 50% or more of the
total combined voting power or has a significant financial
interest as determined by the Committee.
(b) "Annual Meeting" means the annual meeting of
shareholders or special meeting in lieu of annual meeting of
shareholders at which one or more directors are elected.
(c) "Award" means any Option awarded under the Plan.
(d) "Board" means the Board of Directors of the
Corporation.
(e) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(f) "Committee" means the Compensation Committee of the
Board, or such other committee of not less than two members
of the Board appointed by the Board to administer the Plan,
provided that the members of such Committee must be Non-
Employee Directors as defined in Rule 16b-3(b) promulgated
under the Securities Exchange Act of 1934, as amended.
(g) "Common Stock" or "Stock" means the Common Stock, par
value $.01 per share, of the Corporation.
(h) "Corporation" means Hologic, Inc.
(i) "Designated Beneficiary" means the beneficiary
designated by a Participant, in a manner determined by the
Board, to receive amounts due or exercise rights of the
Participant in the event of the Participant's death. In the
absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant's estate.
(j) "Eligible Director" means each director of the
Corporation who is not then an employee of the Corporation
or affiliated with any holder of more than 5% of the
outstanding voting stock of the Corporation.
(k) "Fair Market Value" means, with respect to Common
Stock, the last sale price of the Common Stock as reported
on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or on a national securities
exchange on which the Common Stock may be traded on the date
of the granting of the Award, or if such date is not a
business day, the first business day preceding such grant.
If the Common Stock is not publicly traded, the fair market
value shall mean the fair market value of the Common Stock
as determined by the Board of Directors.
(l) "Incentive Stock Option" means an option to purchase
shares of Common Stock, awarded to a Participant under
Section 6, which is intended to meet the requirements of
Section 422 of the Code or any successor provision.
(m) "Nonqualified Stock Option" means an option to purchase
shares of Common Stock, awarded to a Participant under
Section 6 or Section 7, which is not intended to be an
Incentive Stock Option.
(n) "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
(o) "Participant" means a person selected by the Board to
receive an Award under the Plan.
Section 3. Administration
The Plan shall be administered by the Board, or if the
Board so determines, by the Committee. The Committee shall
serve at the pleasure of the Board, 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. The Board, including the Committee, shall
have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider
advisable, and to interpret the provisions of the Plan. The
Board's decisions shall be final and binding. To the extent
permitted by applicable law, the Board may delegate to the
Committee the power to make Awards to Participants and all
determinations under the Plan with respect thereto.
Administration of the automatic option grant provisions of
the Plan shall be self-executing in accordance with the
provisions of Section 7 hereof, and neither the Board nor
the Committee shall exercise any discretionary functions
with respect to the Option grants made pursuant to those
provisions of the Plan, except in the event that the Board
approves the grant of Awards in addition to, or in
substitution for, those provided for in Section 7.
Section 4. Eligibility
All employees and, in the case of Awards other than
Incentive Stock Options, directors of the Corporation or any
Affiliate capable of contributing significantly to the
successful performance of the Corporation, other than a
person who has irrevocably elected not to be eligible, are
eligible to be Participants in the Plan.
Section 5. Stock Available for Awards
(a) Subject to adjustment under subsection (b), the maximum
aggregate number of shares of Common Stock available for
issuance under the Plan is 300,000 shares, plus an annual
increase to be made on the first day of each fiscal year
equal to the lesser of (a) 2 1/2% of the Issued Shares (as
defined below) on the last day of the immediately preceding
fiscal year, (b) 500,000 shares, or (c) an amount determined
by the Board. "Issued Shares" shall mean the number of
shares of Common Stock of the Company outstanding on the
last day of the immediately preceding fiscal year, plus any
shares reacquired by the Company during the fiscal year that
ends on such date. If any Award in respect of shares of
Common Stock expires or is terminated unexercised or is
forfeited for any reason or settled in a manner that results
in fewer shares outstanding than were initially awarded,
including without limitation the surrender of shares in
payment for the Award or any tax obligation thereon, the
shares subject to such Award or so surrendered, as the case
may be, to the extent of such expiration, termination,
forfeiture or decrease, shall again be available for award
under the Plan, subject, however, in the case of Incentive
Stock Options, to any limitation required under the Code.
Common Stock issued through the assumption or substitution
of outstanding grants from an acquired corporation shall not
reduce the shares available for Awards under the Plan.
Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares or treasury shares.
(b) In the event that the Board determines that any stock
dividend, extraordinary cash dividend, creation of a class
of equity securities, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination,
exchange of shares, warrants or rights offering to purchase
Common Stock at a price substantially below fair market
value, or other similar transaction affects the Common Stock
such that an adjustment is required in order to preserve the
benefits or potential benefits intended to be made available
under the Plan, then the Board, subject, in the case of
Incentive Stock Options, to any limitation required under
the Code, shall equitably adjust any or all of (i) the
number and kind of shares in respect of which Awards may be
made under the Plan, (ii) the number and kind of shares
subject to outstanding Awards, (iii) the number and kind of
shares for which automatic option grants are to be made
pursuant to Section 7 hereof, and (iv) the award, exercise
or conversion price with respect to any of the foregoing,
and if considered appropriate, the Board may make provision
for a cash payment with respect to an outstanding Award,
provided that the number of shares subject to any Award
shall always be a whole number.
Section 6. Stock Options
(a) Subject to the provisions of the Plan, the Board may
award Incentive Stock Options and Nonqualified Stock Options
and determine the number of shares to be covered by each
Option, the option price therefor and the conditions and
limitations applicable to the exercise of the Option. The
terms and conditions of Incentive Stock Options shall be
subject to and comply with Section 422 of the Code, or any
successor provision, and any regulations thereunder.
(b) The Board shall establish the option price at the time
each Option is awarded, which shall not be less than 100% of
the Fair Market Value of the Common Stock on the date of
award.
(c) Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may
specify in the applicable Award or thereafter. The Board
may impose such conditions with respect to the exercise of
Options, including conditions relating to applicable federal
or state securities laws, as it considers necessary or
advisable.
(d) No shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price
therefor is received by the Corporation. Such payment may
be made in whole or in part in cash or, to the extent
permitted by the Board at or after the award of the Option,
by delivery of a note or shares of Common Stock owned by the
optionholder, provided, however, that the optionholder must
have owned at least such number of shares for at least six
months, valued at their Fair Market Value on the date of
delivery, by the reduction of the shares of Common Stock
that the optionholder would be entitled to receive upon
exercise of the Option provided, however, that the
optionholder must have owned at least the number of shares
by which the Common Stock is being reduced for at least six
months, such shares to be valued at their Fair Market Value
on the date of exercise, less their option price (a so-
called "cashless exercise"), or such other lawful
consideration as the Board may determine. In addition, to
the extent permitted by the Board, an optionholder may
engage in a successive exchange (or series of exchanges) in
which the shares of Common Stock that such optionholder is
entitled to receive upon the exercise of an Option may be
simultaneously utilized as payment for the exercise of an
additional Option or Options, provided, however, that the
optionholder must have owned at least the number of shares
to be used as payment for at least six months.
(e) The Board may provide for the automatic award of an
Option upon the delivery of shares to the Corporation in
payment of an Option for up to the number of shares so
delivered.
(f) In the case of Incentive Stock Options the following
additional conditions shall apply to the extent required
under Section 422 of the Code for the options to qualify as
Incentive Stock Options:
(i) Such options shall be granted only to employees of the
Corporation, and shall not be granted to any person who owns
stock that possesses more than ten percent of the total
combined voting power of all classes of stock of the
Corporation or of its parent or subsidiary corporation (as
those terms are defined in Section 422(b) of the Internal
Revenue Code of 1986, as amended, and the regulations
promulgated thereunder), unless, at the time of such grant,
the exercise price of such option is at least 110% of the
fair market value of the stock that is subject to such
option and the option shall not be exercisable more than
five years after the date of grant;
(ii) The option price with respect to Incentive Stock
Options shall not be less than 100% of the Fair Market Value
of the Common Stock on the date of award.
(iii) Such options shall, by their terms, be
transferable by the optionholder only by the laws of descent
and distribution, and shall be exercisable only by such
optionholder during his lifetime.
(iv) Such options shall not be granted more than ten years
from the effective date of the Plan and shall not be
exercisable more than ten years from the date of grant.
(v) To the extent that the aggregate Fair Market Value of
Common Stock with respect to which Incentive Stock Options
(determined without regard to this section) are exercisable
for the first time by any employee Participant during any
calendar year exceeds $100,000 (or such other amount as may
be proscribed by the Code), such Incentive Stock Options
shall be treated as options which are not Incentive Stock
Options.
Section 7. Options Granted to Non-Employee Directors
(a) Each Eligible Director shall automatically be granted a
Nonqualified Option to acquire 25,000 shares of Common Stock
effective as of the date he or she is first elected to the
Board or, with respect to Eligible Directors serving on the
Board as of the Effective Date of the Plan, as of the date
of the 1999 Annual Meeting of the Corporation, in each case,
the option price for which shall be the Fair Market Value of
the Common Stock on such date and the expiration of which
shall be the tenth anniversary thereof. Each Nonqualified
Option issued pursuant to this Section 7(a) shall become
exercisable in 20% installments beginning on January 1 of
the first year after the grant date, and on January 1 of
each year thereafter, until such option is fully exercisable
on January 1 of the fifth year following the grant date.
(b) Each Eligible Director who has served as a Director for
six months shall automatically be granted a Nonqualified
Option to acquire 3,000 shares of Common Stock as of January
1 of each year, beginning with January 1, 2000, the option
price for which shall be the Fair Market Value of the Common
Stock on such date and the expiration of which shall be the
tenth anniversary thereof. Each Nonqualified Option granted
pursuant to this Section 7(b) may be exercised on and after
the date that is six months after the date of grant.
(c) In addition, the Board may provide for such other terms
and conditions of the Options granted pursuant to this
Section 7 as it may determine in its sole discretion and as
shall be set forth in the applicable Option agreements,
including, without limitation, acceleration of exercise upon
a change of control, termination of the Options, and the
effect on such Options of the death, retirement or other
termination of service as a director of the option holder.
Notwithstanding anything to the contrary in this Plan,
nothing herein shall permit the Board to grant Awards to
such non-employee directors in addition to those provided
for in this Section 7.
Section 8. General Provisions Applicable to Awards
(a) Documentation. Each Award under the Plan shall be
evidenced by a written document delivered to the Participant
specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the
provisions of the Plan as the Board considers necessary or
advisable to achieve the purposes of the Plan or comply with
applicable tax and regulatory laws and accounting
principles.
(b) Securities Laws. The Participant 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 the 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 any Stock 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. The Corporation may require that prior to the
issuance or transfer of Stock, 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
be legended to reflect such restrictions.
(c) Board Discretion. Each type of Award may be made
alone, in addition to or in relation to any other type of
Award. The terms of each type of Award need not be
identical, and the Board need not treat Participants
uniformly. Except as otherwise provided by the Plan or a
particular Award, any determination with respect to an Award
may be made by the Board at the time of award or at any time
thereafter. Without limiting the foregoing, an Award may be
made by the Board, in its discretion, to any 401(k),
savings, pension, profit sharing or other similar plan of
the Corporation in lieu of or in addition to any cash or
other property contributed or to be contributed to such
plan.
(d) Settlement. The Board shall determine whether Awards
are settled in whole or in part in cash, Common Stock, other
securities of the Corporation, Awards, other property or
such other methods as the Board may deem appropriate. The
Board may permit a Participant to defer all or any portion
of a payment under the Plan, including the crediting of
interest on deferred amounts denominated in cash and
dividend equivalents on amounts denominated in Common Stock.
If shares of Common Stock are to be used in payment pursuant
to an Award and such shares were acquired upon the exercise
of a stock option (whether or not granted under this Plan),
such shares must have been held by the Participant for at
least six months.
(e) Dividends and Cash Awards. In the discretion of the
Board, any Award under the Plan may provide the Participant
with (i) dividends or dividend equivalents payable currently
or deferred with or without interest, and (ii) cash payments
in lieu of or in addition to an Award.
(f) Termination of Employment. The Board shall determine
the effect on an Award of the disability, death, retirement
or other termination of employment of a Participant and the
extent to which, and the period during which, the
Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise
rights thereunder. The Board shall have complete
discretion, exercisable either at the time the Award is made
or at any time while the Award remains outstanding, to
accelerate the vesting of any Award or any part of any Award
remaining unvested upon the termination of employment of a
Participant or to extend the period of time for which an
Option is to remain exercisable following the termination of
employment of a Participant, provided, however, that in no
event shall such Option be exercisable after the specified
expiration date of such Option.
(g) Change in Control. In order to preserve a
Participant's rights under an Award in the event of a Change
in Control of the Corporation, the Board in its discretion
may, at the time an Award is made or at any time thereafter,
take one or more of the following actions: (i) provide for
the acceleration of any time period relating to the exercise
or realization of the Award, (ii) provide for the purchase
of the Award for an amount of cash or other property that
could have been received upon the exercise or realization of
the Award had the Award been currently exercisable or
payable, (iii) adjust the terms of the Award in a manner
determined by the Board to reflect the Change in Control,
(iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity, or (v) make such
other provision as the Board may consider equitable and in
the best interests of the Corporation, provided that, in the
case of an action taken with respect to an outstanding
Award, the Participant's consent to such action shall be
required unless the Board determines that the action, taking
into account any related action, would not materially and
adversely affect the Participant. Unless otherwise provided
in any Award, for purposes hereof a "Change in Control" of
the Corporation shall mean: (i) the acquisition by any
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of the then outstanding shares
of common stock of the Corporation (the "Outstanding
Corporation Common Stock"); provided, however, that any
acquisition by the Corporation or its subsidiaries, or any
employee benefit plan (or related trust) of the Corporation
or its subsidiaries of 20% or more of Outstanding
Corporation Common Stock shall not constitute a Change in
Control; and provided, further, that any acquisition by a
corporation with respect to which, following such
acquisition, more than 50% of the then outstanding shares of
common stock of such corporation, is then beneficially
owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial
owners of the Outstanding Corporation Common Stock
immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to
such acquisition, of the Outstanding Corporation Common
Stock, shall not constitute a Change in Control; or (ii) any
transaction which results in the Continuing Directors (as
defined in the Certificate of Incorporation of the
Corporation) constituting less than a majority of the Board;
or (iii) consummation by the Corporation of (i) a
reorganization, merger or consolidation, in each case, with
respect to which all or substantially all of the individuals
and entities who were the beneficial owners of the
Outstanding Corporation Common Stock immediately prior to
such reorganization, merger or consolidation do not,
following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of
the then outstanding shares of common stock of the
corporation resulting from such a reorganization, merger or
consolidation or (ii) the sale or other disposition of all
or substantially all of the assets of the Corporation,
excluding a sale or other disposition of assets to a
subsidiary of the Corporation.
(h) Withholding. The Corporation shall have the power and
the right to deduct or withhold, or require a Participant to
remit to the Corporation an amount sufficient to satisfy
federal, state and local taxes (including the Participant's
FICA obligation) required to be withheld with respect to an
Award or any dividends or other distributions payable with
respect thereto. In the Board's discretion, such tax
obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the Award
creating the tax obligation, valued at their Fair Market
Value on the date of delivery, provided, however, that the
optionholder must have owned at least such number of shares
for at least six months. The Corporation and its Affiliates
may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to
the Participant.
(i) Amendment of Award. The Board may amend, modify or
terminate any outstanding Award, including substituting
therefor another Award of the same or a different type,
changing the date of exercise or realization and converting
an Incentive Stock Option to a Nonqualified Stock Option,
provided that the Participant's consent to such action shall
be required unless the Board determines that the action,
taking into account any related action, would not materially
and adversely affect the Participant.
(j) Awards Not Transferable. Except as otherwise provided
by the Board, Awards under the Plan are not transferable
other than as designated by the participant by will or by
the laws of descent and distribution.
Section 9. Miscellaneous
(a) No Right To Employment. No person shall have any claim
or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to
continued employment. The Corporation expressly reserves
the right at any time to dismiss a Participant free from any
liability or claim under the Plan, except as expressly
provided in the applicable Award.
(b) No Rights As Shareholder. Subject to the provisions of
the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a shareholder with
respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the holder thereof.
A Participant to whom Common Stock is awarded shall be
considered the holder of the Stock at the time of the Award
except as otherwise provided in the applicable Award.
(c) Effective Date. Subject to the approval of the
shareholders of the Corporation, the Plan shall be effective
on March 9, 1999 (the "Effective Date"). Prior to such
approval, Awards may be made under the Plan expressly
subject to such approval. Awards under the Plan may be made
for a period of ten years commencing on the Effective Date.
The period during which an Award may be exercise may extend
beyond that time as provided herein.
(d) Amendment of Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made without shareholder
approval if such approval is necessary to comply with any
applicable requirement of the laws of the jurisdiction of
incorporation of the Corporation, any applicable tax
requirement, any applicable rules or regulation of the
Securities and Exchange Commission, including Rule 16(b)-3
(or any successor rule thereunder), or the rules and
regulations of The Nasdaq Stock Market or any other exchange
or stock market over which the Corporation's securities are
listed.
(e) Governing Law. The provisions of the Plan shall be
governed by and interpreted in accordance with the laws of
the jurisdiction of incorporation of the Corporation.
Indemnity. Neither the Board 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 Plan, and the
Corporation hereby agrees to indemnify the members of the
Board, 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.