ANALOGIC CORP (Form: 8-K, Received: 09/13/2013 16:41:10)

Analogic Corporation

September 13, 2013

/s/ John J. Fry

John J. Fry

Senior Vice President, General Counsel, and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 9, 2013

Analogic Corporation

(Exact name of registrant as specified in its charter)

Massachusetts

0-6715

04-2454372

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8 Centennial Drive, Peabody,

Massachusetts

01960

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 978-326-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Annual Incentive Plan

On September 9, 2013 the compensation committee of the Board of Directors (the “Compensation Committee”) of Analogic Corporation (“we”, “us”, “our”) recommended that our Board of Directors approve an annual incentive compensation plan (the “Plan”) that provides for (i) incentive awards intended to qualify for the performance-based exception to Section 162(m) of the Internal Revenue Code and (ii) incentive awards that are not intended to so qualify. The Compensation Committee also approved an annual incentive program (the “FY14 AIP”) under the Plan for the fiscal year ending July 31, 2014 (“fiscal 2014”) and granted awards (the “Awards”) under the FY14 AIP. The Awards were granted subject to the approval of the Plan by our board and our stockholders. On September 10, 2013, our board approved the Plan, subject to the approval of our stockholders. We intend to seek approval of the Plan from our stockholders at our upcoming Annual Meeting of Stockholders

Under the Plan, each participant is eligible to earn an incentive award during a specified one-year performance period. The final annual payout for each individual under the Plan is generally based on the participant’s target award measured against established performance criteria for the performance period, which performance criteria will be selected by our Compensation Committee on an annual basis from a list of performance criteria set forth in the Plan and which criteria may differ for different classifications of participants. The maximum amount that may be paid to a participant in a single fiscal year as a result of awards under the Plan is $3,000,000.

In addition, each year, our Compensation Committee will set a sublimit (the “Umbrella Limit”) of the maximum amount that may be paid to specified Plan participants that year. The Umbrella Limit under the FY14 AIP is 2.25% of our non-GAAP Operating Income for James Green and 1.25% of our non-GAAP Operating Income for all other executive officers. Our non-GAAP Operating income is based on our GAAP operating income as calculated using the Non-GAAP adjustments set out in our Non-GAAP Adjustment Policy as approved and in effect as of September 9, 2013. If we do not have any non-GAAP Operating income for fiscal 2014, no awards will be payable under the Plan.

Payouts to our executive officers under our FY14 AIP are based on the achievement of revenue, non-GAAP earnings per share, and return on invested capital targets. Under the FY14 AIP, each of our executive officers has been assigned a target cash award and has the opportunity to earn a maximum of two times the target based on performance relative to the criteria described above. Our non-GAAP earnings per share are based on GAAP earnings per share adjusted for certain items that we consider to be non-operating, non-recurring or of a non-cash nature, such as share-based compensation expense, restructuring charges, and acquisition-related expenses. No such item is used to calculate a non-GAAP measure without the approval of the Audit Committee of our Board of Directors.

The target bonus under the FY14 AIP for James W. Green, our President and Chief Executive Officer, is 100% of his $600,000 base salary for fiscal 2014, or $600,000. The target bonus for Mervat Faltas, our Senior Vice President, Medical Imaging Business, is 60% of her $319,156 base salary for fiscal 2014, or $191,493. The target bonus for John J. Fry, our Senior Vice President, General Counsel and Secretary, is 60% of his $351,676 base salary for fiscal 2014, or $211,006. The target bonus under the FY14 AIP for Michael L. Levitz, our Senior Vice President, Chief Financial Officer, and Treasurer, is 60% of his $331,136 base salary for fiscal 2014, or $198,681. The target bonus under the FY14 AIP for Farley Peechatka, our Senior Vice President, Global Ultrasound Business is 60% of his $299,936 base salary for fiscal 2014, or $179,962.

Long-Term Incentive Plan

On September 9, 2013, the Compensation Committee approved a long-term incentive program (the “FY14-16 LTIP”). Each of our executive officers received a long-term incentive award under the FY14-16 LTIP consisting of the following components (i) restricted stock units that vest based upon achievement of a cumulative non-GAAP earnings per share performance target (the “EPS RSUs”), (ii) restricted stock units that vest based upon achievement of a relative total shareholder return (“TSR”) performance target (the “TSR RSUs”), and (iii) nonstatutory stock options (the “Stock Options”) that are subject to time-based vesting and will vest in three annual installments beginning on September 9, 2014 and ending on September 9, 2016. Relative TSR will be calculated based on our TSR relative to the performance of the Russell 2000 stock index.

The EPS and TSR RSUs vest based on the achievement of their respective performance targets over the three year period ending July 31, 2016. All RSUs earned based on achievement of the performance targets will cliff-vest on July 31, 2016. For our executive officers, performance is evaluated on a per-component basis. Accordingly, achievement in whole or in part of the relevant performance target of a performance-based component will result in the vesting of up to the target number of EPS or TSR RSUs awarded, as the case may be, based on pre-defined formulas. Above-target achievement of a performance-based component will result in vesting of up to twice the target number of EPS or TSR RSUs awarded, as the case may be, based on pre-defined formulas.

The table below summarizes the long-term incentive awards for our named executive officers under the FY14-16 LTIP:


	EPS RSUs (1)				TSR RSUs (1)
Name	At Target		At Maximum Performance		At Target		At Maximum Performance		Stock Options
James W. Green		7,784		15,568		5,988		11,976		23,588
Mervat Faltas		1,725		3,450		1,327		2,654		5,228
John J. Fry		2,281		4,562		1,755		3,510		6,913
Michael L. Levitz		2,148		4,296		1,652		3,304		6,509
Farley Peechatka		1,621		3,242		1,247		2,494		4,913

(1)	RSUs are subject to the conditions described above.

Approval of New Forms of Award Agreements

On September 9, 2013, our Compensation Committee also approved new forms of award agreements for (i) restricted stock unit awards that vest based on performance, (ii) restricted stock unit awards that vest based on time and (iii) nonstatutory stock options that vest based on time. The new award agreements modify the prior award agreements principally with respect to the treatment of awards in the context of a change in control and are attached hereto as exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index


Exhibit No.		Description

99.1		Form of Performance-Based Restricted Stock Unit Award Agreement for the Analogic Corporation Amended and Restated 2009 Stock Incentive Plan

99.2		Form of Time-Based Restricted Stock Unit Award Agreement for the Analogic Corporation Amended and Restated 2009 Stock Incentive Plan

99.3		Form of Nonstatutory Stock Option Agreement for the Analogic Corporation Amended and Restated 2009 Stock Incentive Plan

Exhibit 99.1

ANALOGIC CORPORATION

Restricted Stock Unit Agreement

[Insert Performance Metric]

This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “ Company ”), a Massachusetts Corporation, and the Participant.

I.	Agreement Date


Date:

II.

Participant Information


Participant:
Participant Address:

III.

Grant Information


Target Number:	restricted stock units
Initial RSU Value ¹
Performance Metric:	[Insert Performance Metric], calculated according to Exhibit B.
Performance Period:	Start Date:	August 1, 20
	End Date:	July 31, 20
Source of Restricted Stock Units:	Amended and Restated 2009 Stock Incentive Plan

IV.

Vesting Table

This Agreement includes this cover page and the following Exhibits, which are expressly incorporated by reference in their entirety herein:

Exhibit A – General Terms and Conditions

Exhibit B – Calculation of [Insert Performance Metric]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement Date.


ANALOGIC CORPORATION				PARTICIPANT


Name:				Name:
Title:

¹	May be omitted depending on the performance metric.

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Analogic Corporation

Restricted Stock Unit Agreement

Exhibit A – General Terms and Conditions ([Insert Performance Metric])

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1. Grant of RSUs . The Company has granted to the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s 2009 Stock Incentive Plan (as amended and/or restated from time to time the “ Plan ”), a performance-based award of Restricted Stock Units (the “ RSUs ”), representing a target award of RSUs equal to the “ Target Number ” shown on the cover page of this Agreement, and the opportunity to earn up to 200% ² of the Target Number upon over-performance. The RSUs entitle the Participant to receive, upon and subject to the vesting of the RSUs (as described in Section 2 below), one share of common stock, $.05 par value per share, of the Company (the “ Common Stock ”) for each RSU that vests. The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this Agreement as the “ Shares ”.

2. Vesting of RSUs and Issuance of Shares .

(a) Performance Metric . Subject to the other provisions of this Section 2, the RSUs shall vest in accordance with the vesting table (the “ Vesting Table ”) set forth on the cover page of this Agreement, based on the Company’s achievement of [Insert Performance Metric] for the Performance Period shown on the cover page of this Agreement. Any fractional RSU resulting from the application of the Vesting Table shall be rounded to the nearest whole number of RSUs. No vesting shall be deemed to occur unless and until the Compensation Committee of the Company’s Board of Directors certifies in writing which (if any) [Insert Performance Metric]targets have been achieved. The Compensation Committee shall make such certification no later than 75 days after the Performance Period End Date. Except as provided in connection with a Change in Control Event in Section 2(c) below, the date on which the Compensation Committee certifies whether a performance target has been achieved that results in the vesting of some or all of the RSUs is referred to in this Agreement as the “ Vesting Date .” On the Vesting Date, all RSUs that do not vest shall be automatically forfeited.

(b) Employment Termination .

(1) If the Participant’s employment with the Company terminates prior to the Performance Period End Date for any reason other than a termination without Cause (as defined below), death, Disability (as defined below) or Retirement (as defined below), then all unvested RSUs shall be automatically forfeited as of such employment termination.

(2) If the Participant’s employment with the Company terminates prior to the Performance Period End Date due to a termination by the Company without Cause or by reason of death, Disability or Retirement, then the Target Number of RSUs shall be adjusted so

²	It has been the Company’s practice to set the maximum number of issuable shares at 200% of target, but this maximum may be varied in future awards.

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that it equals the original Target Number multiplied by a fraction, the numerator of which is the number of full calendar months the Participant was employed by the Company during the Performance Period and the denominator of which is the number of months between the Performance Period Start Date and the Performance Period End Date. The terms of Section 2(a) and the Vesting Table (including the requirement for certification by the Compensation Committee) shall then apply to such adjusted Target Number of RSUs. The excess (if any) of the original Target Number of RSUs over the adjusted Target Number of RSUs shall be automatically forfeited as of such employment termination.

(1) Change in Control Event [Coincident With or] Following Performance Period End Date . If a Change in Control Event occurs [on or] after the Performance Period End Date but prior to the Vesting Date that would otherwise occur pursuant to Section 2(a) above, the Compensation Committee shall make the determinations contemplated by Section 2(a) no later than immediately prior to the Change in Control Event [(using estimates or preliminary indications of performance to the extent needed)], such that the Vesting Date occurs no later than immediately prior to the Change in Control Event.

(2) [Change in Control Event Prior to [or Coincident With] Performance Period End Date .

(A) Determination of Interim Performance . If a Change in Control Event (as defined in the Plan) occurs [prior to/on or before] the Performance Period End Date, the Compensation Committee shall make the determinations contemplated by Section 2(a), but modified as set forth in Exhibit B to reflect the Change in Control Event, no later than immediately prior to the date of the Change in Control Event[(using estimates or preliminary indications of performance to the extent needed)], and the award shall be for the number of RSUs determined based on such [interim performance] determination.

(B) Vesting . To the extent that the Participant is not provided with a Replacement Award, the Vesting Date shall occur immediately prior to the Change in Control Event. The determination whether the Replacement Award satisfies the requirements of a Replacement Award shall be made by the Committee, as constituted immediately before the Change in Control Event, in its sole discretion.

If, within the twenty four (24) month period following a Change in Control Event, the Participant ceases to be employed by the Company as a result of a termination by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), all restrictions on the Replacement Award shall, notwithstanding anything in this Agreement (including but not limited to Section 2(b) hereof) to the contrary, lapse automatically and such award shall be deemed fully vested as of the date of such termination.

(d) Notice of Termination . Following a Change in Control Event, any termination by the Company for Cause or by the Participant for Good Reason pursuant to this Agreement

³	Language will vary depending on the performance metric.

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shall be communicated by a Notice of Termination (as defined below) to the other party. A “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which shall be not more than 15 days after the giving of such notice). The failure by the Participant or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Participant or the Company or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights.

(e) Separation from Service . Notwithstanding anything herein to the contrary, no Shares to be issued to the Participant pursuant to Section 2(b)(1) and no shares to be issued to Participant pursuant to any Replacement Award pursuant to Section 2(c), in each case on account of the termination of the Participant’s employment with the Company, shall be delivered unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code (a “ Separation from Service ”). To the extent that the termination of service under Section 2(b)(1) or 2(c), as the case may be, is not a Separation from Service, then the shares to be delivered pursuant to such Section shall be held by the Company or its successor until a Separation from Service of the Participant occurs and shall be delivered to the Participant within 30 days thereafter. The determination of whether and when the Participant’s Separation from Service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 2(e), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

(f) Section 409A . Any shares delivered pursuant to this Agreement and pursuant to any Replacement Award shall be paid at the time set forth herein and shall not be accelerated or deferred by either the Company or the Participant except to the extent permitted or required by Section 409A of the Code. Each installment of the shares due under the Agreement [or any Replacement Award] that would, absent this section, be paid within the six-month period following the Participant’s Separation from Service shall, to the extent that the installment constitutes “deferred compensation” subject to Section 409A of the Code and the Participant is a “specified employee” at the time of such termination, not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Participant’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Participant’s Separation from Service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein. The determination of whether the Participant is a “specified employee” at the time of a Separation from Service shall be made in accordance with Treasury Regulation Section 1.409A-1(i). The Company makes no representation or warranty and shall have no liability to the Participant or to any other person if any of the provisions of the Agreement are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.

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(g) Issuance of Shares . Subject to Section 4, as soon as administratively practicable after the Vesting Date, the Company will issue to the Participant (or to the Participant’s estate in the event of the Participant’s death prior to such issuance), in certificated or uncertificated form, such number of Shares as is equal to the number of RSUs that vested on the Vesting Date. In no event shall the Shares be issued to the Participant later than the later of (i) 2 ¹ ⁄ ₂ months after the end of the Company’s tax year in which the Performance Period ends and (ii) 2 ¹ ⁄ ₂ months after the end of the Participant’s tax year in which the Performance Period ends.

(h) Definitions .

(1) For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company.

(2) For purposes of this Agreement, “ Cause ” shall mean any intentional dishonest, illegal, or insubordinate conduct which is materially injurious to the Company or a subsidiary, or a breach of any provision of any employment, nondisclosure, non-competition or similar agreement between the Participant and the Company.

(3) For the purpose of this Agreement, “ Fair Value ” means the fair market value of an unrestricted share of Common Stock immediately preceding the Change in Control Event (as determined by the Committee) multiplied by the number of RSUs determined in the manner set forth in Section 2(c)(2), plus the aggregate value of all dividends paid by the Company on the number of RSUs determined in the manner set forth in Section 2(c)(2) between the Performance Period Start Date and the Change in Control Event.

(4) For the purpose of this Agreement, “ Replacement Award ” means an award that (a) is in the form of restricted stock or restricted stock units having a value at least equal to the Fair Value; (b) provides for vesting solely on the passage of time according to a vesting schedule and other terms no less favorable to the Participant than as set forth in this Agreement and provides that if, within the twenty four (24) month period following a Change in Control Event, the Participant ceases to be employed by the Company as a result of a termination by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), all restrictions on the Replacement Award shall lapse automatically and such award shall, notwithstanding anything in this Agreement (including but not limited to Section 2(b) hereof) to the contrary, be deemed fully vested as of the date of such termination; (c) relates, following the Change in Control Event, to equity securities of the Company or the successor entity or the ultimate parent company that results from the Change in Control Event, which equity securities are publically traded on a national securities exchange in the United States; (d) if the Participant is subject to U.S. federal income tax under the Internal Revenue Code (the “ Code ”), has tax consequences to the Participant that are no less favorable than the award set forth in this Agreement; and (e) has other terms and conditions no less favorable to the Participant than the terms and conditions of this Award (including without limitation the provisions that would apply in the event of a subsequent Change of Control Event). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this Award if the requirements of the preceding sentence are satisfied.

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(5) For purposes of this Agreement, “ Disability ” shall mean a disability that entitles the Participant to receive benefits under a Company-sponsored disability program. If no program is in effect for the Participant, Disability will apply if the Participant has become totally and permanently disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

(6) For purposes of this Agreement, “ Retirement ” shall mean the Participant voluntarily leaving the employment of the Company with a combination of years of age and years of service of at least 75 and at least 10 years of service; provided that a Participant will not be deemed to have retired in any situation involving a discharge for Cause, as determined by the Company.

(7) For the purposes of this Agreement, “ Good Reason ” means (i) the assignment to the Participant of any responsibilities or duties inconsistent in any respect with the Participant’s Position and Duties (as defined below), excluding any action that is remedied by the Company promptly after receipt of written notice given by the Participant; (ii) any failure by the Company to provide any of the Ongoing Compensation (as defined below), excluding any failure that is remedied by the Company promptly after receipt of written notice given by the Participant; (iii) the Company requiring the Participant to be based at any location other than those locations described in the Position and Duties; (iv) any purported termination by the Company of the Participant’s employment other than for Cause; or (v) any failure by a successor to the Company to comply with and satisfy Section 8 (Successors) below, provided that such successor has received at least ten days prior written notice from the Company or the Participant of the requirements of Section 8.

(8) For the purposes of this Agreement, “ Position and Duties” means (i) a position (including, without limitation, offices, titles, and reporting requirements), authority, duties, and responsibilities that are at least commensurate in all material respects with the most significant of, and the highest grade or level of, those that were held or exercised by the Participant or assigned to the Participant at any time during the 120-day period immediately preceding the Change in Control Event, and (ii) services that are performed at the location where the Participant was employed immediately preceding the Effective Date or any other location less than 35 miles from Peabody, Massachusetts.

(9) For the purposes of this Agreement, “ Ongoing Compensation ” means, (i) an annual base salary (“ Annual Base Salary ”), paid in accordance with the Company’s usual and customary payroll practices, equal to the base salary in effect immediately prior to the Change in Control Event. Pending the vesting of the Replacement Award, the Participant’s Annual Base Salary shall be reviewed at least annually and shall be adjusted at any time and from time to time as shall be consistent with adjustments in base salary generally awarded in the ordinary course of business to other peer executives of the Company. Annual Base Salary shall not be reduced after any such increase, and, after any such increase, the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased; (ii) eligibility for annual and long

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term bonuses in accordance with the Company’s then existing incentive plans; (iii) eligibility (including for the Participant’s family, as the case may be) to participate in and receive benefits under, all incentive, savings, retirement and welfare plans, practices, policies, and programs generally applicable to other peer executives of the Company, but in no event shall such plans, practices, policies, and programs provide the Participant (or the Participant’s family) with incentive opportunities, savings opportunities, retirement benefits opportunities or welfare benefits that are, in each case, less favorable, in the aggregate, than the most favorable of the corresponding opportunities that were provided by the Company for the Participant under such plans, practices, policies, and programs as were in effect at any time during the 120-day period immediately preceding Change of Control Event; (iv) prompt reimbursement for all reasonable business expenses incurred by the Participant in accordance with the practices, policies, and procedures of the Company; and (v) paid vacation in accordance with the most favorable plans, practices, policies, and programs of the Company as were in effect for the Executive at any time during the 120-day period immediately preceding the Change in Control Event.

3. Dividends . At the time of the issuance of Shares to the Participant (or to the Participant’s estate) pursuant to Section 2(d), the Company shall also pay to the Participant (or to the Participant’s estate) an amount equal to the aggregate amount of all dividends paid by the Company, between the Performance Period Start Date and the issuance of such Shares, with respect to the number of Shares so issued to the Participant, less an amount equal to the Company’s federal, state, and local or other income and employment tax withholding obligations with respect to the income recognized by the Participant as a result of such issuance.

4. Withholding Taxes . The Company shall deduct and hold back from the number of Shares issuable to the Participant as a result of the vesting of any RSUs pursuant to Section 2, such number of Shares as have a Fair Market Value (as defined in the Plan) equal to the Company’s federal, state, and local or other income and employment tax withholding obligations (or similar obligations pursuant to the laws of applicable jurisdictions) with respect to the income recognized by the Participant as a result of such vesting (based on minimum statutory withholding rates for all tax purposes, including payroll, employment and social security or other taxes that are applicable to such income pursuant to the laws of applicable jurisdictions).

5. Restrictions on Transfer . The RSUs, and any interest therein (including the right to receive dividend payments in accordance with Section 3), are subject to the restrictions on transfer set forth in Section 11(a) of the Plan.

6. [Non-Competition Covenant . The Participant’s execution and delivery of this Agreement shall constitute an agreement between the Participant and the Company that, during the one-year period following the termination of the Participant’s employment with the Company, whether voluntarily or involuntarily, the Participant may not accept an identical or substantially similar position to that held by the Participant at the Company immediately prior to termination with any business that is directly competitive with the business of the Company, or otherwise has any material investment or interest in any such a competitive business. If the Company determines that the Participant has violated the terms of this Section 6, it shall be entitled to terminate all unvested RSUs.] ⁴

⁴	This section may be modified or omitted in certain circumstances, for example to comply with applicable law or policy.

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7. Provisions of the Plan . This Agreement is subject to the provisions of the Plan. The Participant acknowledges receipt of the Plan, along with the Prospectus relating to the Plan.

8. Successors . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. Participation in ESPP . Any unvested portion of this Award will be subject to forfeiture if the Participant receives shares pursuant to the Company’s Employee Stock Purchase Plan as such plan many be amended or replaced from time-to-time (the “ ESPP ”) for contributions made in any Payment Period (as defined in the ESPP) that begins during the one (1) year period following the Agreement Date first written above.

10. Miscellaneous .

(a) No Rights to Employment . The Participant acknowledges and agrees that the grant of the RSUs and their vesting pursuant to Section 2 do not constitute an express or implied promise of continued employment for the vesting period, or for any period.

(b) Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement; provided that any separate employment or severance agreement between the Company and the Participant that includes terms relating to the acceleration of vesting of equity awards shall not be superseded by this Agreement.

(c) Governing Law . This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any applicable conflict of law principles.

(d) Interpretation . The interpretation and construction of any terms or conditions of the Plan or this Agreement by the Compensation Committee shall be final and conclusive.

*** Remainder of Page is Left Blank ***

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Analogic Corporation

Restricted Stock Unit Agreement

Exhibit B – Calculation of [Insert Performance Metric]

Exhibit 99.2

ANALOGIC CORPORATION

Restricted Stock Unit Agreement (Time-based Vesting)

Amended and Restated 2009 Stock Incentive Plan

This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “ Company ”), a Massachusetts Corporation, and the Participant.

I.	Agreement Date


Date:

II.

Participant Information


Participant:
Participant Address:

III.

Grant Information


Grant Date:
Number:		restricted stock units

IV.

Vesting Table


Vesting Date		Percentage of RSUs that Vests

This Agreement includes this cover page and the following Exhibit, which is expressly incorporated by reference in its entirety herein:

Exhibit A – General Terms and Conditions

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement Date.


ANALOGIC CORPORATION				PARTICIPANT


Name:				Name:
Title:

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ANALOGIC CORPORATION

Restricted Stock Unit Agreement (Time-based Vesting)

Exhibit A – General Terms and Conditions

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1. Grant of RSUs . In consideration of services rendered to the Company by the Participant, the Company has granted to the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s 2009 Stock Incentive Plan (as amended and/or restated from time to time, the “ Plan ”), an award of time-based Restricted Stock Units (the “ RSUs ”), representing the number of RSUs set forth on the cover page of this Agreement. The RSUs entitle the Participant to receive, upon and subject to the vesting of the RSUs (as described in Section 2 below), one share of common stock, $.05 par value per share, of the Company (the “ Common Stock ”) for each RSU that vests. The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this Agreement as the “ Shares ”.

2. Vesting of RSUs and Issuance of Shares .

(a) General . Subject to the other provisions of this Section 2, the RSUs shall vest in accordance with the vesting table set forth on the cover page of this Agreement (the “ Vesting Table ”). Any fractional RSU resulting from the application of the percentages in the Vesting Table shall be rounded to the nearest whole number of RSUs. Subject to Section 4, as soon as administratively practicable after each vesting date shown in the Vesting Table (the “ Vesting Dates ”), the Company will issue to the Participant, in certificated or uncertificated form, such number of Shares as is equal to the number of RSUs that vested on such Vesting Date. In no event shall the Shares be issued to the Participant later than the later of (i) 2 ¹ ⁄ ₂ months after the end of the Company’s tax year in which the Vesting Date occurs and (ii) 2 ¹ ⁄ ₂ months after the end of the Participant’s tax year in which the Vesting Date occurs.

(b) Employment Termination .

(1) If the Participant ceases to be employed by the Company as a result of (i) a termination by the Company without Cause (as defined below), (ii) death, (iii) Disability (as defined below), or Retirement (as defined below), then the Additional Pro Rata RSUs (as defined below) shall vest as of such employment termination. The “Additional Pro Rata RSUs” shall mean (i) the number of RSUs that would have vested on the next Vesting Date multiplied by (ii) a fraction, the numerator of which is the number of full months elapsed since the most recent Vesting Date (or the Grant Date, if termination occurs prior to the first Vesting Date) and the denominator of which is the number of months between the most recent Vesting Date and the next Vesting Date. Any unvested RSUs (after giving effect to the vesting of the Additional Pro Rata RSUs) shall be automatically forfeited as of such employment termination. For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company.

(2) If the Participant ceases to be employed by the Company as a result of the termination of his or her employment by the Company for Cause or as a result of his or her voluntary resignation (other than in the case of Retirement), all unvested RSUs shall be automatically forfeited as of such employment termination.

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(c) Change in Control Event . To the extent the Participant is not provided with a Replacement Award (as defined below), any unvested portion of this RSU Award shall become fully vested effective immediately prior to a Change in Control Event (as defined in the Plan). The determination whether an award satisfies the requirements of a Replacement Award shall be made by the Committee, as constituted immediately before the Change in Control Event, in its sole discretion.

(d) Notice of Termination . Following a Change in Control Event, any termination by the Company for Cause or by the Participant for Good Reason pursuant to this Agreement shall be communicated by a Notice of Termination (as defined below) to the other party. A “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which shall be not more than 15 days after the giving of such notice). The failure by the Participant or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Participant or the Company or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights.

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to the extent that the installment constitutes “deferred compensation” subject to Section 409A of the Code and the Participant is a “specified employee” at the time of such termination, not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Participant’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Participant’s Separation from Service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein. The determination of whether the Participant is a “specified employee” at the time of a Separation from Service shall be made in accordance with Treasury Regulation Section 1.409A-1(i). The Company makes no representation or warranty and shall have no liability to the Participant or to any other person if any of the provisions of the Agreement are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.

(g) Definitions.

(1) For purposes of this Agreement, “ Cause ” shall mean any intentional dishonest, illegal, or insubordinate conduct which is materially injurious to the Company or a subsidiary, or a breach of any provision of any employment, nondisclosure, non-competition or similar agreement between the Participant and the Company.

(2) For purposes of this Agreement, “ Disability ” shall mean a disability that entitles the Participant to receive benefits under a Company-sponsored disability program. If no program is in effect for the Participant, Disability will apply if the Participant has become totally and permanently disabled within the meaning of Section 22(e)(3) of the Code.

(3) For purposes of this Agreement, “ Fair Value ” means the fair market value of an unrestricted share of Common Stock immediately prior to the Change in Control Event (as determined by the Committee) multiplied by the number of unvested RSUs set forth in the Vesting Table immediately prior to the Change in Control Event, plus the aggregate value of all dividends paid by the Company with respect to the unvested RSUs set forth in the Vesting Table between the Performance Period Start Date and the Change in Control Event.

(4) For purposes of this Agreement, “ Replacement Award ” means an award that (a) is in the form of restricted stock or restricted stock units having a value at least equal to the Fair Value; (b) provides for vesting solely on the passage of time according to a vesting schedule and other terms no less favorable to the Participant than as set forth in this Agreement and provides that if, within the twenty four (24) month period following a Change in Control Event, the Participant ceases to be employed by the Company as a result of a termination by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), all restrictions on the Replacement Award shall, notwithstanding anything in this Agreement (including but not limited to Section 2(b) hereof) to the contrary, lapse automatically and such award shall be deemed fully vested as of the date of such termination; (c) relates, following the Change in Control Event, to equity securities of the Company or the successor entity or the ultimate parent company that results from the Change in Control Event, which equity securities are publically traded on a national securities exchange in the United States; (d) if the Participant is subject to U.S. federal income tax under the Internal Revenue Code (the “ Code ”), has tax consequences to the Participant that are no less favorable than the award set forth in this Agreement; and (e) has other terms and conditions no less favorable to the Participant than the terms and conditions of this Award (including without limitation the provisions that would apply in the event of a subsequent Change of Control Event). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this Award if the requirements of the preceding sentence are satisfied.

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(5) For purposes of this Agreement, “ Retirement ” shall mean the Participant voluntarily leaving the employment of the Company with a combination of years of age and years of service of at least 75 and at least 10 years of service; provided that a Participant will not be deemed to have retired in any situation involving a termination for Cause, as determined by the Company.

(6) For purposes of this Agreement, “ Good Reason ” means (i) the assignment to the Participant of any responsibilities or duties inconsistent in any respect with the Participant’s Position and Duties (as defined below), excluding any action that is remedied by the Company promptly after receipt of written notice given by the Participant; (ii) any failure by the Company to provide any of the Ongoing Compensation (as defined below), excluding any failure that is remedied by the Company promptly after receipt of written notice given by the Participant; (iii) the Company requiring the Participant to be based at any location other than those locations described in the Position and Duties; (iv) any purported termination by the Company of the Participant’s employment other than for Cause; or (v) any failure by a successor to the Company to comply with and satisfy Section 8 (Successors) below, provided that such successor has received at least ten days prior written notice from the Company or the Participant of the requirements of Section 8.

(7) For purposes of this Agreement, “ Position and Duties” means (i) a position (including, without limitation, offices, titles, and reporting requirements), authority, duties, and responsibilities that are at least commensurate in all material respects with the most significant of, and the highest grade or level of, those that were held or exercised by the Participant or assigned to the Participant at any time during the 120-day period immediately preceding the Change in Control Event, and (ii) services that are performed at the location where the Participant was employed immediately preceding the Effective Date or any other location less than 35 miles from Peabody, Massachusetts.

(8) For purposes of this Agreement, “ Ongoing Compensation ” means, (i) an annual base salary (“ Annual Base Salary ”), paid in accordance with the Company’s usual and customary payroll practices, equal to the base salary in effect immediately prior to the Change in Control Event. Pending the vesting of the Replacement Award, the Participant’s Annual Base Salary shall be reviewed at least annually and shall be adjusted at any time and from time to time as shall be consistent with adjustments in base salary generally awarded in the ordinary course of business to other peer executives of the Company. Annual Base Salary shall not be reduced after any such increase, and, after any such increase, the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased; (ii) eligibility for annual and long term bonuses in accordance with the Company’s then existing incentive plans; (iii) eligibility (including for the Participant’s family, as the case may be) to participate in and receive benefits under, all incentive, savings, retirement and welfare plans, practices, policies, and programs generally applicable to other peer executives of the Company, but in no event shall such plans, practices, policies, and programs provide the Participant (or the Participant’s family) with incentive opportunities, savings opportunities, retirement benefits opportunities or welfare benefits that are, in each case, less favorable, in the aggregate, than the most favorable of the corresponding opportunities that were provided by the Company for the Participant under such plans, practices, policies, and programs as were in effect at any time during the 120-day period immediately preceding Change of Control Event; (iv) prompt reimbursement for all reasonable business expenses incurred by the Participant in accordance with the practices, policies, and procedures of the Company; and (v) paid vacation in accordance with the most favorable plans, practices, policies, and programs of the Company as were in effect for the Executive at any time during the 120-day period immediately preceding the Change in Control Event.

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3. Dividends . At the time of the issuance of Shares to the Participant (or to the Participant’s estate) pursuant to Section 2, the Company shall also pay to the Participant (or to the Participant’s estate) an amount equal to the aggregate amount of all dividends paid by the Company, between the Grant Date and the issuance of such Shares, with respect to the number of Shares so issued to the Participant, less an amount equal to the Company’s federal, state, and local or other income and employment tax withholding obligations with respect to the income recognized by the Participant as a result of such issuance.

4. Withholding Taxes . The Company shall deduct and hold back from the number of Shares issuable to the Participant as a result of the vesting of any RSUs pursuant to Section 2, such number of Shares as have a Fair Market Value (as defined in the Plan) equal to the Company’s federal, state, and local or other income and employment tax withholding obligations with respect to the income recognized by the Participant as a result of such vesting (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income).

7. Provisions of the Plan . This Agreement is subject to the provisions of the Plan. The Participant acknowledges receipt of the Plan, along with the Prospectus relating to the Plan.

9. Miscellaneous .

¹	This section may be modified or omitted in certain circumstances, for example to comply with applicable law or policy.

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(d) Interpretation . The interpretation and construction of any terms or conditions of the Plan or this Agreement by the Compensation Committee shall be final and conclusive.

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Exhibit 99.3

ANALOGIC CORPORATION

Nonstatutory Stock Option Agreement

Amended and Restated 2009 Stock Incentive Plan

This Nonstatutory Stock Option Agreement is made as of the Agreement Date between Analogic Corporation (the “ Company ”), a Massachusetts corporation, and the Participant.

I.	Agreement Date


Date:

II.

Participant Information


Participant:
Participant Address:

III.

Option Information


Grant Date:
Number of Shares:
Exercise Price ¹ :

IV.

Vesting Table


Vesting Date		Percentage of Option Shares that Vests

This Agreement includes this cover page and the following Exhibit, which is expressly incorporated by reference in its entirety herein:

Exhibit A – General Terms and Conditions

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement Date.


ANALOGIC CORPORATION						PARTICIPANT

Name:						Name:
Title:

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ANALOGIC CORPORATION

Nonstatutory Stock Option Agreement

Exhibit A – General Terms and Conditions

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1. Grant of Option .

(a) The Company has granted to the Participant as of the Grant Date set forth on the cover page of this Agreement, subject to the terms and conditions set forth in this Agreement and in the Company’s 2009 Stock Incentive Plan (as amended and/or restated from time to time, the “ Plan ”), an option to purchase up to the number of shares set forth on the cover page of this Agreement (the “ Shares ”) of common stock, $.05 par value per share, of the Company (the “ Common Stock ”), at the exercise price per Share set forth on the cover page of this Agreement. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the seventh anniversary of the Grant Date (the “ Final Exercise Date ”).

(b) It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “ Code ”). Except as otherwise indicated by the context, the term “ Participant ”, as used in this Agreement, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule .

(a) This option will become exercisable (“ vest ”) in accordance with the Vesting Table set forth on the cover page of this Agreement, except to the extent provided otherwise in Section 3.

(b) The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 or under the Plan.

3. Exercise, Acceleration and Termination of Option .

(a) Form of Exercise . To exercise this option, the Participant shall deliver to the Company a notice of exercise in a form (which may be in electronic form) approved by the Company, along with payment in full of the exercise price in the manner provided in the Plan, including without limitation “net exercise” as provided in Section 5(g)(4) of the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.

(b) Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at

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the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee of the Company. For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company.

(1) If the Participant ceases to be employed by the Company for any reason other than death, Disability (as defined below), termination for Cause (as defined below), Retirement (as defined below) or voluntary resignation, then the portion of this option that is vested as of the date of such termination of employment shall be exercisable by the Participant until the end of the 90-day period following the date of such termination of employment (or, if earlier, until the Final Exercise Date) and shall terminate at the end of such period.

(2) If the Participant ceases to be employed by the Company as a result of his or her death, then the portion of this option that is vested as of the date of such termination of employment, plus a portion covering the Additional Pro Rata Shares (as defined below), shall be exercisable by the Designated Beneficiary (as defined in the Plan) of the Participant until the end of the one-year period following the date of death (or, if earlier, until the Final Exercise Date) and shall terminate at the end of such period. Any unvested portion of this option (after giving effect to the vesting of the Additional Pro Rata Shares) shall terminate as of his or her death. The “Additional Pro Rata Shares” shall mean (i) the number of Shares that would have vested on the next vesting date (as set forth on the cover page of this Agreement) multiplied by (ii) a fraction, the numerator of which is the number of full months elapsed since the most recent Vesting Date (or the Grant Date, if termination occurs prior to the first Vesting Date) and the denominator of which is the number of months between the most recent Vesting Date and the next Vesting Date. Any unvested portion of this option (after giving effect to the vesting of the Additional Pro Rata Shares) shall terminate as of the date of such termination of employment.

(3) If the Participant ceases to be employed by the Company as a result of his or her Disability, then the portion of this option that is vested as of the date of such termination of employment, plus a portion covering the Additional Pro Rata Shares, shall be exercisable by the Participant (or his or her legal representatives) until the end of the one-year period following the date of such employment termination (or, if earlier, until the Final Exercise Date) and shall terminate at the end of such period. Any unvested portion of this option (after giving effect to the vesting of the Additional Pro Rata Shares) shall terminate as of such employment termination.

(4) If the Participant ceases to be employed by the Company as a result of the termination of his or her employment by the Company for Cause, this option shall terminate upon the effective date of such termination of employment. If the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of the delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the

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Participant’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment (in which case this option shall, pursuant to the preceding sentence, terminate immediately upon the effective date of such termination of employment).

(5) If the Participant ceases to be employed by the Company as a result of his or her Retirement, then the portion of this option that is vested as of the date of such termination of employment, plus a portion covering the Additional Pro Rata Shares, shall be exercisable by the Participant until the end of the one-year period following the date of such Retirement (or, if earlier, until the Final Exercise Date) and shall terminate at the end of such period. Any unvested portion of this option (after giving effect to the vesting of the Additional Pro Rata Shares) shall terminate as of such Retirement.

(6) If the Participant ceases to be employed by the Company as a result of his or her voluntary resignation (other than in the case of Retirement), this option shall terminate upon the effective date of such termination of employment.

(d) Change in Control Event . To the extent the Participant is not provided with a Replacement Award (as defined below), any unvested portion of this option award shall become fully vested effective immediately prior to a Change in Control Event (as defined in the Plan). The determination whether an award satisfies the requirements of a Replacement Award shall be made by the Committee, as constituted immediately before the Change in Control Event, in its sole discretion.

If, within the twenty four (24) month period following a Change in Control Event, the Participant ceases to be employed by the Company as a result of a termination by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), the Replacement Award shall, notwithstanding anything in this Agreement to the contrary (including but not limited to Section 3(c) hereof), (i) be deemed fully vested in its entirety as of the date of such termination; and (ii) remain exercisable until the earlier of (1) the second anniversary of the Change of Control Event; and (2) the Final Exercise Date; provided, however, that if Section 3(c) provides for a longer period of exercisability, that provision shall control.

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(e) Definitions .

(3) For purposes of this Agreement, “Fair Value” means the difference between the fair market value of a share of Common Stock immediately prior to the Change in Control Event (as determined by the Committee) and the Exercise Price (which difference may be a positive number, equal to zero, or a negative number) multiplied by the number of unvested Option Shares set forth in the Vesting Table immediately prior to the Change in Control Event.

(4) For purposes of this Agreement, “ Replacement Award ” means an award that (a) is in the form of stock options having a value at least equal to the Fair Value; (b) provides for vesting solely on the passage of time according to a vesting schedule and other terms no less favorable to the Participant than as set forth in this Agreement and provides that if, within the twenty four (24) month period following a Change in Control Event, the Participant ceases to be employed by the Company as a result of a termination by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), the Replacement Award shall, notwithstanding anything in this Agreement (including but not limited to Section 3(c) hereof) to the contrary (i) be deemed fully vested in its entirety as of the date of such termination; and (ii) remain exercisable until the earlier of (1) the second anniversary of the Change of Control Event; and (2) the Final Exercise Date; provided, however, that if Section 3(c) provides for a longer period of exercisability, that provision shall control; (c) relates, following the Change in Control Event, to equity securities of the Company or the successor entity or the ultimate parent company that results from the Change in Control Event, which equity securities are publically traded on a national securities exchange in the United States; (d) if the Participant is subject to U.S. federal income tax under the Internal Revenue Code (the “ Code ”), has tax consequences to the Participant that are no less favorable than the award set forth in this Agreement; and (e) has other terms and conditions no less favorable to the Participant than the terms and conditions of this Award (including without limitation the provisions that would apply in the event of a subsequent Change of Control Event). Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this Award if the requirements of the preceding sentence are satisfied.

(6) For purposes of this Agreement, “ Good Reason ” means (i) the assignment to the Participant of any responsibilities or duties inconsistent in any respect with the

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Participant’s Position and Duties (as defined below), excluding any action that is remedied by the Company promptly after receipt of written notice given by the Participant; (ii) any failure by the Company to provide any of the Ongoing Compensation (as defined below), excluding any failure that is remedied by the Company promptly after receipt of written notice given by the Participant; (iii) the Company requiring the Participant to be based at any location other than those locations described in the Position and Duties; (iv) any purported termination by the Company of the Participant’s employment other than for Cause; or (v) any failure by a successor to the Company to comply with and satisfy Section 7 (Successors) below, provided that such successor has received at least ten days prior written notice from the Company or the Participant of the requirements of Section 7.

(8) For purposes of this Agreement, “ Ongoing Compensation ” means, (i) an annual base salary (“ Annual Base Salary ”), paid in accordance with the Company’s usual and customary payroll practices, equal to the base salary in effect immediately prior to the Change in Control Event. Pending the vesting of the Replacement Award, the Participant’s Annual Base Salary shall be reviewed at least annually and shall be adjusted at any time and from time to time as shall be consistent with adjustments in base salary generally awarded in the ordinary course of business to other peer executives of the Company. Annual Base Salary shall not be reduced after any such increase, and, after any such increase, the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased; (ii) eligibility for annual and long term bonuses in accordance with the Company’s then existing incentive plans; (iii) eligibility (including for the Participant’s family, as the case may be) to participate in and receive benefits under, all incentive, savings, retirement and welfare plans, practices, policies, and programs generally applicable to other peer executives of the Company, but in no event shall such plans, practices, policies, and programs provide the Participant (or the Participant’s family) with incentive opportunities, savings opportunities, retirement benefits opportunities or welfare benefits that are, in each case, less favorable, in the aggregate, than the most favorable of the corresponding opportunities that were provided by the Company for the Participant under such plans, practices, policies, and programs as were in effect at any time during the 120-day period immediately preceding Change of Control Event; (iv) prompt reimbursement for all reasonable business expenses incurred by the Participant in accordance with the practices, policies, and procedures of the Company; and (v) paid vacation in accordance with the most favorable plans, practices, policies, and programs of the Company as were in effect for the Participant at any time during the 120-day period immediately preceding the Change in Control Event.

4. Withholding Taxes . No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company, in the manner permitted in the Plan, for payment of, any federal, state,

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local or other income and employment tax withholding obligations (or similar obligations pursuant to the laws of applicable jurisdictions) required by law to be withheld in respect of this option.

5. Restrictions on Transfer . This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution.

6. Provisions of the Plan . This Agreement is subject to the provisions of the Plan. The Participant acknowledges receipt of the Plan, along with the Prospectus relating to the Plan.

7. Successors . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.

8. Participation in ESPP . Any unvested portion of this Award will be subject to forfeiture if the Participant receives shares pursuant to the Company’s Employee Stock Purchase Plan as such plan many be amended or replaced from time-to-time (the “ ESPP ”) for contributions made in any Payment Period (as defined in the ESPP) that begins during the one (1) year period following the Agreement Date first written above. Miscellaneous . The Participant acknowledges

(a) No Rights to Employment . The Participant acknowledges and agrees that the grant of this option and its vesting pursuant to Section 2 do not constitute an express or implied promise of continued employment for the vesting period, or for any period.

(b) No Reliance . Notices and other information, if any, provided by the Company or its agents in connection with this option or its exercise, including but not limited to its vesting, termination, or expiration are provided solely as a courtesy to Participant. The Participant shall not rely on any such notice or the absence thereof.

(c) Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement; provided that any separate employment or severance agreement between the Company and the Participant that includes terms relating to the acceleration of vesting of equity awards shall not be superseded by this Agreement.

(d) Governing Law . This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any applicable conflict of law principles.

(e) Interpretation . The interpretation and construction of any terms or conditions of the Plan or this Agreement by the Compensation Committee shall be final and conclusive.

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