Exhibit 10.10
HOLOGIC, INC.
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1995 COMBINATION STOCK OPTION PLAN
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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
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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
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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
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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
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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.
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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.
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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:
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