ANALOGIC CORP (Form: 8-K, Received: 10/27/2016 16:30:48)

Analogic Corporation

October 27, 2016

/s/ John J. Fry

Name: John J. Fry

Title: 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): October 22, 2016

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.

On October 24, 2016, Analogic Corporation (the “ Company ”) announced that James W. Green will step down as President and Chief Executive Officer and resign from his position as a member of the Company’s Board of Directors, effective October 31, 2016, and will pursue other opportunities. The Company’s Board of Directors has appointed medical imaging industry executive Dr. Fred B. Parks, who has been a director of the Company since 2007, to serve as the Company’s new President and Chief Executive Officer, effective as of October 31, 2016.

Dr. Fred B. Parks, age 69, has substantial experience as a senior executive and board member for a number of technology companies, particularly in the medical device and medical imaging industries. Dr . Parks served as Executive Chairman and Chief Executive Officer of Enovate Medical, a manufacturer of innovative point-of-care products, services and solutions designed to improve clinical workflow and enhance patient care, from 2015 until October 2016 and as Chief Executive Officer and director of NDS Surgical Imaging, Inc., a provider of advanced medical visualization technology, from 2011 to 2013. Previously, Dr. Parks held positions as President, Chief Operating Officer, and director of St. Jude Medical, Inc., a medical device company focusing on implantable cardiovascular products, and as President, Chief Operating Officer, and director of EG&G, Inc. (now PerkinElmer), a diversified technology company. Dr. Parks is also a member of the board of directors of NuVectra Corporation, a company focused on the development and commercialization of neurostimulation technology. In addition to his past service on the boards of NDS, Urologix, EG&G, and St. Jude Medical, Dr. Parks served on the board of Steady State Imaging, LLC, a privately held developer of specialized magnetic resonance imaging technology, from 2010 to 2011.

Dr. Parks and the Company have executed an employment agreement dated as of October 27, 2016 (the “ Employment Agreement ”), as well as (i) a proprietary information and inventions agreement attached as Exhibit A to the Employment Agreement and (ii) a non-competition and non-solicitation agreement attached as Exhibit B to the Employment Agreement. The full text of the Employment Agreement, as well as the exhibits thereto, is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The following description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement.

Under the Employment Agreement, Dr. Parks’ at-will employment with the Company as President and Chief Executive Officer will commence on October 31, 2016. His initial annualized base salary will be $650,000.00 (the “ Annual Base Salary ”). Effective as of October 31, 2016, Dr. Parks will be eligible to participate in the Company’s Annual Incentive Program for the Company’s 2017 fiscal year (the “ FY17 AIP ”) with a target award equal to 100% of his Annual Base Salary on a non-prorated basis (with a guaranteed minimum FY17 AIP award of 50% of the Annual Base Salary, and which target bonus percentage the Company has agreed not to reduce). Dr. Parks’ participation in the FY17 AIP will be according to valuation methodologies and other terms and conditions as applicable to other similarly situated executives of the Company.

The Employment Agreement further provides that, as of October 31, 2016, the Company will grant Dr. Parks a number of restricted stock units having an aggregate initial grant date value of $2.8 million, as measured by the closing price of the Company’s common stock on the grant date (the “ RSU Grant ”). The RSU Grant will vest (i) with respect to 50% of the RSU Grant, based on the achievement of performance goals to be mutually agreed upon by the Company and Dr. Parks with respect to the second, third and fourth quarters of the Company’s 2017 fiscal year and (ii) with respect to the other 50% of the RSU Grant, based on the achievement of performance goals to be mutually agreed upon by the Company and Dr. Parks with respect to the Company’s 2018 fiscal year, provided that, if the performance goals in (i) are not achieved, the 50% RSU Grant referenced in (i) shall remain outstanding and shall vest solely to the extent that the performance goals in (ii) are achieved, and provided further, that, in the case of both (i) and (ii), vesting will be subject to Dr. Parks’ continued employment with the Company through each applicable vesting date. The RSU Grant will be granted under and subject to the terms of the Company’s Amended and Restated 2009 Stock Incentive Plan, and will also be subject to Dr. Parks’ acceptance of the applicable award agreement, which agreement includes a non-competition covenant.

In addition to the RSU Grant, the Company will, as of October 31, 2016, grant Dr. Parks a number of restricted stock units having aggregate initial grant date value of $132,500.00, as measured by the closing price of the Company’s common stock on the grant date (the “ Additional RSU Grant ”). The Additional RSU Grant will vest on the six month anniversary of the grant date, subject to Dr. Parks’ continued employment with the Company through such vesting date. The Additional RSU Grant will be granted under and subject to the terms of the Company’s Amended and Restated 2009 Stock Incentive Plan, and will also be subject to Dr. Parks’ acceptance of the applicable award agreement, which agreement includes a non-competition covenant.

Under the Employment Agreement, Dr. Parks receives four weeks per year of vacation, and is entitled to participate in such health and other benefit programs (including the Company’s Non-Qualified Deferred Compensation Plan) as are offered to other similarly situated executives of the Company, subject to the eligibility requirements and other terms of such programs. The Company will also reimburse Dr. Parks for up to $350,000.00 of relocation expenses.

If Dr. Parks’ employment is (i) terminated by the Company prior to the second anniversary of his start date other than for cause or by reason of Dr. Parks’ death or disability or (ii) terminated by the Company without cause and not for death or disability, or if Dr. Parks resigns for good reason, within twenty-four months following a change in control event, then provided Dr. Parks has executed a general release in favor of the Company and certain others which reaffirms Dr. Parks’ continuing obligations under the proprietary information and inventions agreement and non-competition and non-solicitation agreement attached to his Employment Agreement and any other restrictive covenant agreements between Dr. Parks and the Company, the Company will (a) beginning on the 60 ^th day following the date of termination, pay to Dr. Parks a sum equal to the Annual Base Salary payments he would have received had he remained continuously employed by the Company through the second anniversary of his start date, such payments to be made in approximately equal installments, (b) on the 60 ^th day following the date of termination, provide Dr. Parks with a lump sum payment equal to his Annual Base Salary, (c) provide continued medical and dental coverage following the date of termination through the second anniversary of Dr. Parks’ start date, (d) pay to Dr. Parks a sum equal to his actual incentive award, if any, as calculated according to the Annual Incentive Program for the fiscal year in which Dr. Parks’ termination occurs, and (e) provide that the service-based vesting of the RSU Grant will be deemed satisfied such that Dr. Parks will receive the same benefits thereunder as he would have received had he remainder employed through each applicable vesting date thereunder, based on the level of achievement of any applicable performance conditions. If Dr. Parks is terminated by the Company for cause, or by reason of Dr. Parks’ death or disability, or by the Company other than for cause on or after the second anniversary of the start date, the Employment Agreement will terminate without further obligations to Dr. Parks.

In connection with Mr. Green’s resignation and the termination of his employment with the Company, the Company and Mr. Green entered into a Separation and Release of Claims Agreement (the “ Separation Agreement ”) dated as of October 22, 2016, as well as a non-competition and non-solicitation agreement attached as Attachment B to the Separation Agreement. The full text of the Separation Agreement, plus all exhibits and attachments thereto, is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The following description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement.

Under the Separation Agreement, Mr. Green will remain employed by the Company through October 31, 2016 (the “ Separation Date ”). Under the Separation Agreement, the Company has agreed, provided that Mr. Green has not revoked the Separation Agreement, that, for the period starting on the first regular payroll date following the 30 ^th day after the Separation Date (the “ Payment Commencement Date ”), the Company will, for a 12-month period (the “ Severance Period ”), provide Mr. Green with severance pay in the form of salary continuation payments at Mr. Green’s current annual base salary rate of $624,000.00. On the Payment Commencement Date, the Company will also provide Mr. Green with a lump sum payment equal to the sum of (i) $624,000.00 representing Mr. Green’s target bonus payment for the current fiscal year and (ii) $15,000.00, less all applicable taxes and withholdings. In addition, to the extent provided and permitted under the applicable plan documents, Mr. Green will be entitled to receive Company matching contributions for his 401(k) Retirement and Non-Qualified Deferred Compensation Plan contributions for 2016. The Company will also continue to pay its then-current share of premium payments for Mr. Green’s group health and dental insurance through the earliest of (a) 18 months following the Separation Date, (b) the date Mr. Green becomes employed with benefits substantially comparable to the benefits provided under the corresponding Company plan or (c) the date Mr. Green otherwise becomes ineligible for COBRA benefits. Lastly, the Company will extend, until such date that is six months following the Separation Date, the exercise period for all outstanding options to purchase shares of the Company’s common stock to which Mr. Green has vested as of the Separation Date.

Mr. Green’s receipt of severance under the Separation Agreement is conditioned on Mr. Green providing a release of all claims in favor of the Company, and an executed non-competition and non-solicitation agreement, and reaffirming a proprietary information and inventions agreement.

The Company issued a press release on October 24, 2016, announcing the foregoing events, which is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

10.1		Employment Agreement between Dr. Parks and the Company dated October 27, 2016

10.2		Separation and Release of Claims Agreement between Mr. Green and the Company dated October 22, 2016

99.1		Press Release dated October 24, 2016

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

10.1		Employment Agreement between Dr. Parks and the Company dated October 27, 2016

10.2		Separation and Release of Claims Agreement between Mr. Green and the Company dated October 22, 2016

99.1		Press Release dated October 24, 2016

Exhibit 10.1

Execution Version

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2016, by and between Fred B. Parks (“Executive”) and Analogic Corporation (the “Company”).

WITNESSETH THAT:

WHEREAS, the Company desires to employ Executive in an executive capacity on the terms and conditions, and for the consideration, hereinafter set forth, and Executive desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Executive and the Company agree as follows:

1.	Effective Date . The “ Effective Date ” shall mean the date of this Agreement as first above written.

Commencement and Nature of Employment . Executive’s employment (the “ Employment Period ”) will commence effective October 31, 2016 (the “ Start Date ”) and shall end when terminated pursuant to Section 7 of this Agreement. Such employment shall be “at will” which means that it may be terminated by either party at any time and for any reason.

3.	Position and Duties .

3.1

During the Employment Period, Executive shall (i) serve as the President and Chief Executive Officer of the Company, with such duties and responsibilities as are usually performed by the President and Chief Executive Officer of a Massachusetts corporation, (ii) report directly to the Board of Directors of the Company (the “ Board ”), and (iii) perform similar duties as requested or appropriate for affiliates of the Company, including without limitation any subsidiary (the “ Affiliated Entities ”).

3.2

During the Employment Period, Executive shall devote his full business time, energies and talents to serving in the positions described in Section 3.1 and shall perform those duties faithfully and efficiently; provided, however, that it shall not be a violation of this Section 3.2 for Executive to (i) engage in charitable, religious, educational and community activities; (ii) manage his and his family’s personal investments and affairs; (iii) participate in professional organizations; and/or (iv) serve on the boards of charitable, religious and educational entities, or on the boards of other entities with approval of the Board, provided that such activities do not interfere with the performance of Executive’s duties to the Company or represent an actual or apparent conflict of interest with Executive’s role at the Company.

4.	Compensation . During the Employment Period, the Company shall compensate Executive as follows:

4.1

Base Salary . Beginning on the Start Date, Executive shall receive an annual base salary (“ Annual Base Salary ”) of $650,000, payable in bi-weekly installments or otherwise in accordance with the Company’s then-current payroll practices.

4.2

Annual Incentive Program . Effective as of the Start Date, Executive shall participate in the Company’s Annual Incentive Program for its fiscal 2017 (the “FY17 AIP”) with a target award equal to one hundred percent (100%) of Executive’s Annual Base Salary on a non-prorated basis (with a guaranteed minimum FY17 AIP award of 50% of the Annual Base Salary ($325,000)) and which target bonus percentage the Company agrees not to reduce.

4.3

Restricted Stock Units . The Company shall, as of the Start Date, grant Executive such number of restricted stock units having an aggregate initial grant date value of $2.8 million as measured by the closing price of the Company’s common stock on the grant date (the “ RSU Grant ”). The RSU Grant shall vest (i) with respect to 50% of the RSU Grant based on the achievement of performance goals to be mutually agreed upon by the Company and Executive with respect to Q2-Q4 of FY17 and (ii) with respect to 50% of the RSU Grant based on the achievement of performance goals to be mutually agreed upon by the Company and Executive with respect to FY18; provided that if the previously referenced Q2-Q4 FY17 performance goals are not achieved, the 50% of the RSU Grant subject to such performance goals shall remain outstanding and shall vest solely to the extent that the previously referenced FY18 performance goals are achieved, and further provided in each case that the vesting shall be subject to Executive’s continued employment with the Company through each applicable vesting date. The RSU Grant shall be granted under and subject to the terms of the Company’s Amended and Restated 2009 Stock Incentive Plan. The RSU Grant shall also be subject to Executive’s acceptance of the applicable award agreement, which agreement includes a non-competition covenant.

4.4

Executive’s participation in the FY17 AIP will be according to valuation methodologies and other terms and conditions as applicable to other similarly situated executives of the Company (the “ Other Executives ”).

4.5

Employee Benefits . During the Employment Period, Executive shall receive four (4) weeks per year of vacation and shall be entitled to participate in such health and other benefit programs (including the Company’s Non-Qualified Deferred Compensation Plan) as are offered to the Other Executives, subject to the eligibility requirements and other terms of such programs.

4.6

Expense Reimbursement . Subject to the requirements of Section 12.5, the Company will reimburse Executive for all reasonable out of pocket expenses incurred by him in the performance of his duties in accordance with the Company’s then-current reimbursement policies.

4.7

Modification of Compensation Programs and Arrangements . Executive’s compensation may be reviewed and adjusted by the Compensation Committee pursuant to its normal review policies. Executive’s participation in the programs referenced in this Agreement, and Executive’s participation in any other compensation, incentive or benefit programs, shall be subject to the terms and conditions of such programs, as the same may from time to time be amended or terminated by the Company.

Relocation . In connection with Executive’s employment with the Company, during which he will be expected to work in the Company’s Boston area offices unless he is traveling on Company business, Executive shall be required to establish a residence in the Boston area, and shall use his best efforts to do so on or before July 1, 2017. To assist in the relocation, Executive will be eligible to participate in the Company’s relocation program, consisting of (i) guaranteed home buyout program based on current appraised value of Executive’s principal residence; (ii) reimbursement for the reasonable cost of selling Executive’s current residence and buying a new residence; (iii) two house hunting trips for Executive and his spouse; (iv) temporary housing for up to six months; (v) payment of an amount equal to one (1) month’s Base Salary for incidental expenses; and (vi) periodic trips to Tucson, Arizona prior to July 1, 2017, provided, however, that the collective expenses incurred pursuant to clauses (i) – (vi) of this Section 5 are subject to a maximum total reimbursement amount of $350,000. To the extent applicable, the imputed income for items (i) through (vi) above will be grossed up for tax purposes using the highest marginal tax rate. If Executive resigns his employment within one (1) year from the Start Date (other than for Good Reason in connection with a Change in Control Event as provided in Section 9), Executive will be required to repay a pro-rated portion all relocation benefits received under the Company’s relocation program (including the allocable portion any tax gross up paid with respect to such amount) (the “Relocation Benefits”), calculated as (i) the Relocation Benefits minus an amount equal to (ii) the Relocation Benefits multiplied by a fraction, the numerator of which is the number of days that Executive was employed in the one (1) year period following the Start Date, and the denominator of which is 365.

6.	Other Compensation . As a further inducement to Executive’s willingness to enter into this Agreement, the Company shall compensate Executive as follows:

6.1

Additional Time-Based Restricted Stock Units . In consideration of the bonus opportunity that Executive is foregoing from his prior employer in order to become employed by the Company on the Start Date, the Company shall, as of the Start Date, grant Executive such number of restricted stock units having an aggregate initial grant date value of $132,500 (an amount equal to the $175,000 foregone bonus opportunity less $42,000, the latter of which reflects a pro-rata portion of the prospective directors fees previously paid to Executive for his role as a Board member for the period from February 1, 2016 to January 31, 2017) as measured by the closing price of the Company’s common stock on the grant date (the “ Additional RSU Grant ”). The Additional RSU Grant shall vest on the six-month anniversary of the grant date, subject to Executive’s continued

employment with the Company through such vesting date. The Additional RSU Grant shall be granted under and subject to the terms of the Company’s Amended and Restated 2009 Stock Incentive Plan. The Additional RSU Grant shall also be subject to Executive’s acceptance of the Company’s standard award agreement, which agreement includes a non-competition covenant.

6.2

No Additional Equity Grants. Executive acknowledges that the Company does not intend to make any additional equity grants to Executive (other than the RSU Grant and the Additional RSU Grant) during FY 17 and FY18, and that any equity grants after FY18 would be in the sole discretion of the Board.

7.	Termination of Employment .

7.1

Death or Disability . Executive’s employment shall terminate automatically upon Executive’s death or Disability (as defined below). If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period, it may provide Executive with written notice in accordance with Section 16.6 of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive (the “ Disability Effective Date ”). “ Disability ” shall, unless otherwise required under applicable law, mean the inability of Executive to perform the essential functions of Executive’s positions with the Company on a full-time basis as a result of incapacity due to mental or physical illness, which inability exists for 12 or more weeks during any rolling 12-month period.

7.2

By the Company . The Company may terminate Executive’s employment at any time, with or without Cause; provided, however, that in the event the Company terminates Executive’s employment without Cause, the Company shall provide at least thirty (30) days’ prior written notice to Executive of such termination (the “ Company’s Notice Period ”). During the Company’s Notice Period, Executive shall remain an employee of the Company, receiving his then-applicable Base Salary and benefits as may then be provided under Section 4.5 above, through the Date of Termination (as defined below). For purposes of this Agreement, “Cause” means (a) any intentionally dishonest, illegal, or insubordinate conduct which is materially injurious to the Company or any of its subsidiaries or which results in an improper substantial personal benefit, (b) material breach by Executive of any provision of any employment, nondisclosure, non-competition, or similar agreement or Company policy to which Executive is a party or is bound,, (c) Executive’s material nonperformance or gross dereliction of duty, or (d) Executive’s conviction of or plea of guilty to a felony or any crime involving moral turpitude.

7.3

By Executive . In the event Executive terminates his employment other than in connection with his death or Disability, Executive shall provide at least thirty (30) days’ prior written notice to the Company of such termination; provided, however, that the Company may elect to terminate Executive’s employment at

any point during such period, and such termination shall not constitute a termination by the Company (the applicable period, the “Executive’s Notice Period.”) During Executive’s Notice Period, Executive shall remain an employee of the Company, and shall receive his then-applicable Base Salary and benefits as may then be provided under Section 4.5 above, through the Date of Termination.

7.4

Date of Termination . “ Date of Termination ” means (i) if Executive’s employment ends other than for death or Disability, Executive’s last day of employment with the Company; and (ii) if Executive’s employment is terminated by reason of death or Disability, the date of Executive’s death or the Disability Effective Date, as the case may be.

8.	Obligations of the Company upon Termination .

8.1

Termination for Any Reason or No Reason . In the event of the termination of Executive’s employment hereunder for any reason or for no reason, the Company will pay to Executive (or to his estate) (i) the portion of his Annual Base Salary that has accrued prior to such termination and has not yet been paid, (ii) an amount equal to the value of his accrued unused vacation days, (iii) reimbursement for expenses properly incurred by Executive on behalf of the Company prior to such termination and properly documented in accordance with Section 4.6 above, and (iv) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan or agreement of or with the Company through the Date of Termination (all such amounts, collectively, the “ Accrued Obligations ”). The Accrued Obligations will be paid as required by law but in any event promptly after termination or as provided by any applicable plan or agreement.

8.2

Termination by the Company Other Than for Cause Prior To The Second Anniversary of the Start Date, And Other Than by Reason of Executive’s Death or Disability, And Other than in Connection with a Change in Control Event . Subject to Executive’s execution of a separation and release of claims agreement (“ Release Agreement ”) containing, among other things, a general release of claims against the Company, its Affiliated Entities and each of their officers, directors, employees, agents and attorneys, and Executive’s reaffirmation of his continuing obligations under the Proprietary Information and Inventions Agreement and Non-Competition and Non-Solicitation Agreement (referenced below) and any other restrictive covenant agreements between Executive and the Company, in a form provided by the Company at the time of Executive’s departure that is the then-current standard form used by the Company for departing executives, and such Release Agreement becoming irrevocable within sixty (60) days following the Date of Termination (the “ Severance Conditions ”), if Executive’s employment is terminated by the Company prior to the Second Anniversary of the Start Date other than for Cause or by reason of Executive’s death or Disability, and other than in connection with a Change in Control Event (as defined below), then in addition to the Accrued Obligations, the Company shall:

8.2.1

Beginning on the sixtieth (60th) day following the Date of Termination pay to Executive a sum equal to the Annual Base Salary payments he would have received had he remained continuously employed by the Company following the Date of Termination and through the second anniversary of the Start Date, such payment to be made in approximately equal installments according to the Company’s then-current payroll practices (except as otherwise provided below in the case of amounts that are subject to a prior deferral election).

8.2.2

On the sixtieth (60 ^th ) day following the Date of Termination, provide Executive with a lump sum payment equal to his Annual Base Salary.

8.2.3

Provide continued coverage under the Company’s group medical and dental plans (the “ Health Plans ”), if and to the extent permitted by such plans and subject to their terms, and also subject to Executive paying his normal proportion of the cost thereof, for a period following the Date of Termination of employment and through the second anniversary of the Start Date (the “Benefits Period”), and if the Health Plans do not permit such continued coverage, and if Executive should be eligible for and properly elect health care continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”), Executive’s COBRA payments, and if applicable for family coverage, for health coverage that is paid by the Company to active and similarly-situated employees who receive the same type of coverage, for the Benefits Period, unless the provision of the foregoing benefits will violate the nondiscrimination benefits of applicable law, in which case the Company payments will not apply. Any obligations under this Section 8.2.2 shall cease at such earlier time as Executive becomes eligible for coverage under another employer’s group medical plan, and Executive shall immediately inform the Company in writing of such occurrence.

8.2.4

Pay to Executive a sum equal to his actual incentive award, if any, as calculated according to the Annual Incentive Program for the fiscal year in which Executive’s termination occurs, payable at such time, in such amount (if any), and in the manner provided thereunder.

8.2.5

Provide that the service-based vesting of the RSU Grant shall be deemed satisfied such that Executive will receive the same benefits thereunder as he would have received had he remained employed through each applicable vesting date thereunder, payable at such time and in the manner provided thereunder, based on the level of achievement of applicable performance conditions (if any).

8.3

Death, Disability, by the Company for Cause, or by the Company Other Than For Cause on or After the Second Anniversary of the Start Date . If Executive’s employment is terminated by the Company for Cause, or by reason of Executive’s death or Disability, or by the Company other than for Cause on or after the second anniversary of the Start Date, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of the Accrued Obligations.

8.4

Effect of Termination on Other Positions . If, on the Date of Termination, Executive is a member of the Board or the board of directors of any Affiliated Entity, or holds any other office or position with the Company or any Affiliated Entity, Executive shall, unless otherwise requested by the Company, be deemed to have resigned from all such offices and positions as of the Date of Termination. Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

9.	Change of Control .

9.1

If, within twenty four (24) months following a Change in Control Event (the “ CIC Period”) , Executive’s employment is terminated by the Company without Cause and not for death or Disability, or if Executive resigns his employment for Good Reason, the Company shall, subject to the Severance Conditions, pay Executive, or pay on Executive’s behalf, (i) if the Date of Termination is prior to the second anniversary of the Start Date, the amounts set forth in Sections 8.1, and 8.2 above, (ii) if the Date of Termination is on or after the second anniversary of the Start Date, the amounts set forth in Section 8.1 only.

9.2

Notice of Termination . Following a Change in Control Event, any termination by the Company for Cause or by Executive 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 Executive’s employment under the provision so indicated, and (iii) if the date of termination 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 Executive 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 Executive or the Company or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights.

9.3

Change in Control Event . “ Change in Control Event ” means:

9.3.1

consummation of any merger or consolidation in which (i) the Company is a constituent party or (ii) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation (except, in the case of both clauses (i) and (ii) above, any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation and in approximately the same relative proportions, at least 51% by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, of the parent corporation of such surviving or resulting corporation);

9.3.2

the issuance, sale or transfer, in a single transaction or series of related transactions, of capital stock representing at least 51% of the voting power of the outstanding capital stock of the Company immediately following such transaction;

9.3.3

the sale of all or substantially all of the assets of the Company; or

9.3.4

a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “ Continuing Director ” means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of the Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board.

9.4

“ Good Reason ” means (i) the assignment to Executive of any responsibilities or duties inconsistent in any respect with Executive’s Position and Duties (as defined below), excluding any action that is remedied by the Company promptly after receipt of written notice given by Executive; (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 Executive; (iii) the Company requiring Executive to be based at any location other than those locations described in the Position and Duties; (iv) any purported termination by the Company of Executive’s employment other than for Cause, death or Disability; or (v) Executive’s ceasing to be the Chief Executive Officer of a public company.

9.5

“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 Executive or assigned to Executive 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 Executive was employed immediately preceding the effective date of the Change in Control Event or any other location less than 35 miles from Peabody, Massachusetts.

9.6

“Ongoing Compensation” means, in connection with the CIC Period, (i) an 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. Executive’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 the Other Executives. Executive’s 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 connection with the Company’s then existing incentive plans; (iii) eligibility (including for Executives’ 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 the Other Executives, but in no event shall such plans, practices, policies, and programs provide Executive’s (or Executive’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 Executive under such plans, practices, policies, and programs as were in effect at any time during the 120-day period immediately preceding the Change in Control Event; (iv) prompt reimbursement for all reasonable business expenses incurred by Executive 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 Executive at any time during the 120-day period immediately preceding the Change in Control Event.

9.7

280G .

9.7.1

Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“ Covered Payments ”) constitute parachute

payments (“ Parachute Payments ”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and would, but for this Section 9.7 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “ Excise Tax ”), then prior to making the Covered Payments, a calculation shall be made comparing (A) the Net Benefit (as defined below) to Executive of the Covered Payments after payment of the Excise Tax to (B) the Net Benefit to Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (A) above is less than the amount under (B) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “ Reduced Amount ”). “ Net Benefit ” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

9.7.2

If there is a reduction pursuant to this Agreement, the Covered Payment reduction contemplated by the preceding section 9.7.1 shall be implemented by determining the “Parachute Payment Ratio” (as defined below) for each “parachute payment” and then reducing the “parachute payments” in order beginning with the “parachute payment” with the highest Parachute Payment Ratio. For “parachute payments” with the same Parachute Payment Ratio, such “parachute payments” shall be reduced based on the time of payment of such “parachute payments,” with amounts having later payment dates being reduced first. For “parachute payments” with the same Parachute Payment Ratio and the same time of payment, such “parachute payments” shall be reduced on a pro rata basis (but not below zero) prior to reducing “parachute payments” with a lower Parachute Payment Ratio. The term “Parachute Payment Ratio” shall mean a fraction the numerator of which is the value of the applicable “parachute payment” that must be taken into account by Executive for purposes of Section 4999(a) of the Code, and the denominator of which is the actual amount to be received by Executive in respect of the applicable “parachute payment”. For example, in the case of an equity grant that is treated as contingent on the change in control because the time at which the payment is made or the payment vests is accelerated, the denominator shall be determined by reference to the fair market value of the equity at the acceleration date, and not in accordance with the methodology for determining the value of accelerated payments set forth in Treasury Regulation Section 1.280G-1Q/A-24(b) or (c).

9.7.3

Any determination required under this Section 9.7, including whether any payments or benefits are parachute payments, shall be made by the Company in its sole discretion. Executive shall provide the Company with such information and documents as the Company may reasonably request in order to make a determination under this Section. The Company’s determination shall be final and binding on Executive.

10.

No Mitigation . In no event, except as set forth expressly in this or another agreement signed by Executive, shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, subject to the aforesaid exception, such amounts shall not be reduced whether or not Executive obtains other employment.

11.	Restrictive Covenants/Other Conditions to Employment . As a condition of employment hereunder and the effectiveness of this Agreement, Executive shall, prior to commencing employment:

11.1

Execute and deliver to the Company the Proprietary Information and Inventions Agreement and Non-Competition and Non-Solicitation Agreement attached hereto as Exhibits A and B, respectively;

11.2

Make himself available for and cooperate regarding a drug test and background and credit checks, including a consumer report and an investigative consumer report;

11.3

Provide proof satisfactory to the Company of his eligibility to work in the United States, including the proof described in Form I-9; and

11.4

Sign all consents necessary to the accomplishment of the foregoing. Should Executive not satisfy the conditions set forth in this Section 11, or should the drug test or background check yield results unsatisfactory to the Company, Executive shall not commence employment and this Agreement shall be null and void, with no obligations owing to Executive.

12.

Payments Subject to Section 409A . Subject to the provisions in this Section 12, any severance payments or benefits under this Agreement shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of termination of employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to Executive under this Agreement:

12.1

It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

12.2

If, as of the date of Executive’s “separation from service” from the Company, Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement

12.3

If, as of the date of Executive’s “separation from service” from the Company, Executive is a “specified employee” (within the meaning of Section 409A), then:

12.3.1

Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid at the time and in the matter set forth in this Agreement; and

12.3.2

Each installment of the severance payments and benefits due under this Agreement that is not described in paragraph 12.3.1 above and that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’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 Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following the taxable year in which the separation from service occurs.

12.4

The determination of whether and when Executive’s separation from service from the Company has occurred shall be made 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 paragraph (d), “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-(h)(3).

12.5

All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement that (i) any reimbursement is for

expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

12.6

The Company may withhold (or cause to be withheld) from any payments made under this Agreement, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

13.

Return of Company Property . Upon termination of employment for any reason, Executive shall promptly return to the Company any keys, credit cards, passes, confidential documents or material, computer equipment, or other property belonging to the Company, and Executive shall also return all writings, files, records, correspondence, notebooks, notes and other documents and things (including any copies thereof) containing confidential information or relating to the business or proposed business of the Company or the Affiliated Entities or containing any trade secrets relating to the Company or the Affiliated Entities. For purposes of the preceding sentence, the term “trade secrets” shall have the meaning ascribed to it under the Uniform Trade Secrets Act. Executive agrees to represent in writing to the Company upon termination of employment that he has complied with the foregoing provisions of this Section.

14.

Assistance with Claims . Executive agrees that during and after his employment by the Company he will assist the Company and the Affiliated Entities in the defense of any claims, or potential claims that may be made or are threatened to be made against any of them in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), and will assist the Company and the Affiliated Entities in the prosecution of any claims that may be made by the Company or the Affiliated Entities in any Proceeding, to the extent that such claims may relate to Executive’s employment or the period of Executive’s employment by the Company. The Company agrees to reimburse Executive for all of Executive’s reasonable out-of-pocket expenses associated with such assistance, including travel expenses, and, in addition, following his separation from employment, compensate Executive at the rate of $300 per hour for Executive’s time spent in cooperation pursuant to this Section 14; provided, however, that (i) the Company will not pay Executive for time spent testifying in any arbitration, trial, administrative hearing or other proceeding, and (ii) if Executive’s employment with the Company ends under circumstances in which he is receiving severance benefits pursuant to Sections 8.2 or 9.1 above, the Company will not pay Executive for time spent in cooperation pursuant to this Section 14 during the period in which he is receiving such severance benefits. Any amounts to be paid to Executive pursuant to this Section 14 shall be paid by the Company no later than thirty (30) days of the date on which Executive provides documentation to the Company that such expenses were incurred.

15.

Legal Fees . The Company will reimburse Executive for up to $20,000 in reasonable legal fees incurred by Executive in connection with Executive’s review and negotiation of this Agreement. Such reimbursement will be paid no later than thirty (30) days after Executive submits substantiation of having incurred the legal fees, which Executive must do within sixty (60) days after they are incurred.

16.

Successors . This Agreement is personal to Executive and shall not be assignable by Executive without the prior written consent of the Company. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be enforceable by Executive’s legal representatives, heirs or legatees. This Agreement and any rights and benefits hereunder shall inure to the benefit of and be binding upon the Company and its successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business.

17.	Miscellaneous .

17.1

Entire Agreement/Modification/Choice of Law/Enforceability/Jury Waiver . Both Executive and the Company acknowledge that this Agreement is the entire agreement of the parties, and supersedes any prior or contemporaneous discussions, understandings, or agreements, with respect to the subject matter hereof. This Agreement may be amended only in a written agreement duly executed by the parties hereto. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts and shall be governed by and construed in accordance with the laws of such Commonwealth, without giving effect to conflict of law principles. Both parties agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to its formation or breach, or to Executive’s employment or the termination thereof, shall be commenced only in Massachusetts in a court of competent jurisdiction, and further acknowledge that venue for such actions shall lie exclusively in Massachusetts. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action.

17.2

Withholding . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

17.3

No Guarantee of any Tax Consequence s. The Company makes no guarantee of any tax consequences with respect to any payment hereunder including, without limitation, under Section 409A of the Code.

17.4

Severability . The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).

17.5

Waiver of Breach . No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party of any similar or dissimilar provisions and conditions at the same or any prior or subsequent time.

17.6

Notices . Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or prepaid overnight courier to the parties at the addresses set forth below (or such other addresses as shall be specified by the parties by like notice):

to the Company:

Analogic Corporation

8 Centennial Drive

Peabody, MA 01960

Attention: Chairman, Board of Directors

with a copy to:

Analogic Corporation

8 Centennial Drive

Peabody, MA 01960

Attention: Vice President and General Counsel

or to Executive:

At the most recent address maintained

by the Company in its personnel records

17.7

Each party, by written notice furnished to the other party, may modify the applicable delivery address, except that notice of change of address shall be effective only upon receipt. Such notices, demands, claims and other communications shall be deemed given in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; or in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received.

17.8

Survivorship . Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

17.9

Counterparts . This Agreement may be executed in separate facsimile or electronic counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

17.10

Representations . Executive hereby acknowledges that he understands this Agreement, enters into this Agreement voluntarily, and that his employment under this Agreement will not conflict with any legal duty owed by him to any other party, or with any agreement to which he is a party or by which he is bound, including, without limitation, any non-competition or non-solicitation provision contained in any such agreement, and that he has disclosed to the Company all such agreements. Executive will not bring to the Company or any Affiliated Entity, use for their benefit or disclose to any of their employees, agents or contractors, or to anyone for their benefit any confidential or proprietary information of any other person, including, without limitation, any prior employer.

IN WITNESS THEREOF, Executive has hereunto set his hand, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written.


ANALOGIC CORPORATION				FRED B. PARKS

/s/ Bernard C. Bailey				/s/ Fred B. Parks
Bernard C. Bailey Board Member and Chairman of Analogic Corporation

Exhibit A

Proprietary Information and

Inventions Agreement

As a condition of my employment with Analogic Corporation, its subsidiaries, affiliates, successors, or assigns (collectively, “Analogic”), and in consideration of my employment or continued employment, as the case may be, with Analogic and my receipt of compensation now and hereafter paid to me by Analogic, I agree to the following terms and conditions of this Proprietary Information and Inventions Agreement (the “Agreement”):

1. Proprietary Information .

“Analogic Proprietary Information” means all information (whether or not patentable or copyrightable or protectable as trade secret) that is (1) non-public, confidential, and proprietary in nature and (2) owned, possessed, developed, created, or discovered by Analogic including, but not limited to, by or through its officers, agents, employees, advisors, or consultants.

Analogic Proprietary Information includes, but is not limited to, data, know-how, manufacturing methods, formulas, algorithms, computer programs, processes, designs, sketches, photographs, plans, drawings, product concepts, improvements, specifications, samples, reports, laboratory notebooks, vendor names, customer and prospective customer names, distributor names, cost and pricing information, market definitions, business plans, marketing plans, financial plans, customer and prospective customer development information and strategies, business development opportunities, sales methods, inventions, trade secrets, ideas, research and development activities and plans, and employee and personnel information, including compensation, skill, and areas of expertise.

I understand that the above list is not exhaustive, and that Analogic Proprietary Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

2. Access to Proprietary Information . I understand and acknowledge that, during the course of my employment, I will have access to and learn about Analogic Proprietary Information. I further understand and acknowledge that Analogic’s ability to reserve its proprietary information for the exclusive knowledge and use of my position at Analogic is of great competitive importance and commercial value to Analogic, and my improper use or disclosure of the Analogic Proprietary Information might cause Analogic to incur financial costs, loss of business advantage, liability under confidentiality agreements with third-parties, civil damages, or criminal penalties.

3. Confidentiality . I agree, both during and after my employment with Analogic, to keep Analogic Proprietary Information secret. I agree not to directly or indirectly disclose, record, or in any way make use of Analogic Proprietary Information except as required in the performance of my duties and responsibilities as an employee of Analogic and under conditions that protect the Analogic Proprietary Information consistent with the terms of this Agreement. I also agree not to remove or otherwise transmit Analogic Proprietary Information from Analogic’s premises or possession without the consent of an authorized Analogic representative. Further, I agree to keep secret any third party information, including, but not limited to, information received by Analogic from customers, prospective customers, and suppliers, to which I am given access that is covered by a confidentiality agreement between Analogic and the third party, and I will adhere to the terms of the agreement between Analogic and the third party.

4. Rights in Proprietary Information . All Analogic Proprietary Information, as well as all patents, patent rights, copyrights, copyrightable works, trade secret rights, trademark rights, and other rights (including, without limitation, intellectual property rights) anywhere in the world related to Analogic Proprietary Information, is, and shall be, the sole and exclusive property of Analogic.

5. Return of Proprietary Information . I agree to deliver all tangible Analogic Proprietary Information in my possession, including all copies or computer records thereof, along with any other Analogic property, to Analogic on or before my last day of employment with Analogic. I further agree thereafter not to make any written record of such Proprietary Information nor to make use of such Proprietary Information.

6. Term . I understand and acknowledge that my obligations under this Agreement with regard to any particular Analogic Proprietary Information shall commence immediately upon my first having access to such Analogic Proprietary Information (whether before or after I begin employment by Analogic) and shall continue during and after my employment by Analogic until such time as such Analogic Proprietary Information has become public knowledge other than as a result of my breach of this Agreement or breach by those acting in concert with me or on my behalf.

7. Work for Hire . I acknowledge that, by reason of being employed by Analogic at the relevant times, to the extent permitted by law, all writings, works of authorship, technology, inventions, discoveries, ideas, and other work product of any nature whatsoever (collectively referred to as Work Product) consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by Analogic. Nothing contained in this Agreement shall be construed to reduce or limit Analogic’s rights, title or interest in any Work Product or Inventions so as to be less in any respect than I would have had in the absence of this Agreement.

8. Employee Inventions .

I agree that all Employee Inventions are and shall be the sole and exclusive property of Analogic, which shall own all right, title, and interest in and to all Analogic Inventions to the fullest extent under applicable law.

“Inventions” means all inventions, including, but not limited to, new discoveries, concepts, inventions, and developments, as well as improvements, modifications, enhancements, and derivative works, and all know-how, processes, techniques, formulas, ideas, circuits, designs, copyrightable works (to the extent not “work for hire” treated under Section 7), trademarks, and trade secrets.

“Employee Inventions” means Inventions that: (1) result from any work performed directly or indirectly by me for Analogic; (2) result, at least in part, from my use of Analogic’s time, equipment, supplies, facilities, trade secret information, or resources generally; or (3) relate, at the time of conception or reduction to practice of the Invention, to Analogic’s business, project, or products or to the manufacture or use thereof or the actual or demonstrably anticipated research or development of Analogic.

9. Employee Inventions: Disclosure and Assignment .

I agree both during and after my employment with Analogic, to disclose promptly and in writing all Employee Inventions that I, solely or jointly with others, make, author, discover, develop, conceive, and/or reduce to practice at any time during the term of my employment by Analogic. I will make this disclosure to my immediate supervisor or any other individual designated by Analogic.

I hereby assign and agree to assign to Analogic or its designee, without further consideration, my entire right and interest in and to all Employee Inventions, including all rights to obtain, register, and enforce patents, copyrights, mask work rights, and other intellectual property protection for such Analogic Inventions, as works made for hire.

I hereby assign and agree to assign to Analogic all Inventions I conceive of or reduce to practice within one year following the end of my employment with Analogic (whether voluntary or otherwise), if the Invention is based on Analogic Proprietary Information obtained by me during my employment with Analogic. Any patent application anywhere in the world that is filed within the six month period following the end of my employment with Analogic shall be presumed to be based on Analogic’s Proprietary information obtained by me during my employment with Analogic.

10. Other Rights . To the extent any copyrights are assigned under this Agreement, I hereby irrevocably waive, to the extent permitted by applicable law, any and all claims I may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” with respect to all Inventions and Work Product therein.

11. No License . I understand and acknowledge that this Agreement does not, and shall not be construed to, grant me any license or right of any nature with respect to any Employee Inventions, work product, or Analogic Proprietary Information.

12. Cooperation . I agree to execute all documents reasonably necessary to perfect such intellectual property rights or to assign those rights to Analogic or its designee. I further agree to assist Analogic (at Analogic’s expense), during the term of my employment and as reasonably necessary thereafter, in obtaining, protecting, and/or enforcing patents, copyrights, or other forms of Inventions and Analogic Proprietary Information. I hereby irrevocably designate and appoint Analogic as my agent and attorney-in-fact to act for and in my behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me.

13. Disclosure of Prior Inventions . As a matter of record I attach hereto a complete list of all inventions or improvements which have been made or conceived or first reduced to practice by me alone or jointly with others which I desire to remove from the operation of this Agreement, and I covenant that such list is complete. If no such list is attached to this Agreement, I represent that I do not have such inventions and improvements at the time of signing this Agreement.

14. No Contrary Agreements . I represent that my performance of all the terms of this Agreement and as an employee of Analogic does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust outside my employment with Analogic and I agree not to enter into any agreements either written or oral in conflict with this Agreement.

15. Non-Solicitation . I acknowledge that the Corporation has expended and continues to expend significant time and expense in recruiting and training its employees and that the loss of employees and any resulting Analogic Proprietary Information would cause significant and irreparable harm to the Corporation. Therefore, I agree not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Corporation for a period of 12 months starting on the last day of my employment with the Corporation.

16. Statutory Protections . I understand that nothing in this Agreement is designed to interfere with, restrain, or prevent employee communications protected by state or federal law, including as protected by (a) section 7 of the National Labor Relations Act (or court order), regarding wages, hours, or other terms and conditions of employment, (b) FINRA Rule 21F-17, or (c) the immunity provided under 18 U.S.C. section 1833(a) for confidential disclosures of trade secrets to government officials or lawyers solely for the purpose of reporting or investigating a suspected violation of law or in a sealed filing in court or other proceeding relating to such suspected violation.

17. Irreparable Harm . I acknowledge that the Analogic Proprietary Information (and Analogic’s ability to reserve it for the exclusive knowledge and use of the company) is of great competitive importance and commercial value to Analogic. I further acknowledge that improper use or disclosure of Analogic Proprietary Information would cause irreparable harm to Analogic for which remedies at law would not be adequate. In the event of my breach of this Agreement or any threatened breach, I hereby agree that Analogic shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction. Analogic will not be required to post any bond or other security, to show any actual damages, or to show that monetary damages would not afford an adequate remedy. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

18. Miscellaneous .

Nothing in this Agreement will in any way terminate, supersede, undermine, or otherwise modify the at-will status of the employment relationship between me and Analogic, pursuant to which either the Corporation or I may terminate the employment relationship at any time, with or without cause and with or without notice.

This Agreement shall be governed by and construed under the laws of the jurisdiction in which I work. The failure of Analogic to enforce its rights under this Agreement at any time shall not be construed as a waiver of such rights. In the event that any one or more of the provisions, or portions thereof, contained or referenced in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, such circumstances shall not affect any other provision hereof and this Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein. I consent to the jurisdiction of the Massachusetts courts in connection with any dispute or action that arises out of this Agreement.

Analogic may assign its rights hereunder in connection with a transfer of all or any part of its business operations or otherwise to any affiliate, subsidiary, parent, or successor of Analogic of all or part of the business; however, any corporate parents, subsidiaries, or affiliates of Analogic, which are benefited by this Agreement, may enforce this Agreement without need for any assignment of this Agreement.

This Agreement shall be binding upon me, my heirs, executors, assigns, and administrators and shall inure to the benefit of Analogic, its successors and assigns.

This Agreement constitutes the entire agreement between me and Analogic related to the subject matter herein. Notwithstanding the foregoing, this Agreement does not purport to set forth all of the terms and conditions of my employment, and, as an employee of Analogic, I have obligations to Analogic which are not described in this Agreement. However, the terms of this Agreement govern over any such terms that are inconsistent with this Agreement, and supersede the terms of any similar form that I may have previously signed.


Signature:		/s/ Fred B. Parks
Print Name:		Fred B. Parks
Date:		27 October 2016

Exhibit B

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made between Analogic Corporation (the “Company”), and Fred B. Parks (“Executive”).

In consideration of the employment of Executive by the Company, Executive and the Company agree as follows:

1. Non-Competition and Non-Solicitation . While Executive is employed by the Company and for a period of one year after the cessation of such employment for any reason, Executive will not directly or indirectly:

(a) Engage or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that (i) is competitive with the business of the Company or any of its subsidiaries, including but not limited to any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company or any of its subsidiaries while Executive was employed by the Company, and (ii) conducts business in any territory in which the Company or any of its subsidiaries conducts business, or plans to conduct business, at the time Executive ceases to be employed by the Company; or

(b) Either alone or in association with others, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the clients, customers, or business partners of the Company or any of its subsidiaries which were contacted, solicited, or served by the Company or any of its subsidiaries during the 12-month period prior to the cessation of Executive’s employment with the Company; or

(c) Either alone or in association with others (i) solicit, induce or attempt to induce, any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her employment or other engagement with the Company or any of its subsidiaries, or (ii) hire, or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Company or any of its subsidiaries at any time during the term of Executive’s employment with the Company; provided , that this clause (ii) shall not apply to the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company or any of its subsidiaries has been terminated for a period of six months or longer, or, in the case of an independent contractor, if engaging such independent contractor would not interfere with such independent contractor’s provision of services to the Company or any of its subsidiaries.

(d) Extension . If Executive violates the provisions of any of the preceding paragraphs of this Section 1, Executive shall continue to be bound by the restrictions set forth in such paragraph until a period of one year has expired without any violation of such provisions.

2. Miscellaneous .

(a) Equitable Remedies . Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and its subsidiaries and are considered by Executive to be reasonable for such purpose. Executive agrees that

any breach or threatened breach of this Agreement is likely to cause the Company and its subsidiaries substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach without posting a bond and the right to specific performance of the provisions of this Agreement and Executive hereby waives the adequacy of a remedy at law as a defense to such relief.

(b) Obligations to Third Parties . Executive acknowledges and represents that this Agreement and Executive’s employment with the Company will not violate any continuing obligation Executive has to any former employer or other third party.

(c) Disclosure of this Agreement . Executive hereby authorizes the Company to notify others, including but not limited to customers of the Company and any of its subsidiaries and any of Executive’s future employers or prospective business associates, of the terms and existence of this Agreement and Executive’s continuing obligations hereunder.

(d) Not Employment Contract . Executive acknowledges that this Agreement does not constitute a contract of employment, does not imply that the Company will continue his employment for any period of time and does not change the at-will nature of his employment.

(e) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business, provided, however, that the obligations of Executive are personal and shall not be assigned by him. Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ Executive may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

(f) Interpretation . If any restriction set forth in Section 1 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

(g) Severability . In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

(h) Waivers . No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

(i) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and Executive each consents to the jurisdiction of such a court. THE COMPANY AND EXECUTIVE EACH HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR

RELATING TO ANY PROVISION OF THIS AGREEMENT.

(j) Entire Agreement; Amendment . This Agreement supersedes all prior agreements, written or oral, between Executive and the Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by Executive and the Company. Executive agrees that any change or changes in his duties, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.

(k) Captions . The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


	ANALOGIC CORPORATION

Date: 27 OCT 2016	By:	/s/ Bernard C. Bailey

Date: 27 October 2016	/s/ Fred B. Parks
	Fred B. Parks

Exhibit 10.2

SEPARATION AND RELEASE OF CLAIMS AGREEMENT

This Separation and Release of Claims Agreement (the “ Agreement ”) is made as of the Effective Date (as defined below) between Analogic Corporation (the “ Company ”) and James W. Green (“ Executive ”) (together, the “ Parties ”).

WHEREAS , the Company and Executive are parties to the employment letter agreement dated April 20, 2007, as amended on December 24, 2008 (as so amended, the “ Employment Agreement ”), under which Executive currently serves as President and Chief Executive Officer of the Company;

WHEREAS , the Parties wish to establish terms for Executive’s separation from the Company, which shall be effective on October 31, 2016 (the “ Separation Date ”); and

WHEREAS , the Parties agree that the payments, benefits and rights set forth in this Agreement shall be the exclusive payments, benefits and rights due Executive;

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Resignation – Executive hereby resigns, as of the Separation Date, from his employment with the Company and from his positions as a member of the Company’s Board of Directors and as an officer of the Company, and, as applicable, from any employment, board or officer positions with the Company’s subsidiaries. Executive agrees to execute and deliver any documents reasonably necessary to effectuate such resignations, provided that nothing in any such document is inconsistent with any terms set forth in this Agreement. Executive understands that, as of the Separation Date, all salary payments from the Company will cease and any benefits Executive had as of the Separation Date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law or as otherwise specifically set forth in this Agreement.

Severance Benefits – In return for Executive’s timely signing and not revoking this Agreement, and subject to Executive’s compliance with all terms hereof, the Company will provide Executive with the following severance benefits in full satisfaction of the Company’s obligations under the Employment Agreement (the “ Severance Benefits ”):

(a) Salary Continuation – Commencing on the first regular payroll date following the thirtieth day after the Separation Date (the “ Payment Commencement Date ”), the Company will, for a twelve (12) month period (the “ Severance Period ”), provide Executive with severance pay in the form of salary continuation payments at Executive’s current annual base salary rate of $624,000.00, less all applicable taxes and withholdings and in accordance with the Company’s regular payroll practices.

(b) Lump Sum Payment – On the Payment Commencement Date, the Company shall provide Executive with a lump sum payment equal to the sum of (i) Executive’s target bonus payment for the current fiscal year ($624,000), and (ii) $15,000, less all applicable

taxes and withholdings. In addition, to the extent provided and permitted under the applicable plan documents, Executive shall be entitled to receive Company matching contributions for Executive’s 401(k) Retirement and Non-Qualified Deferred Compensation Plan contributions for 2016.

(c)

COBRA Premium Payments – Subject to the terms and conditions provided for in COBRA, and subject to Executive’s timely election of COBRA and Executive’s copayment of premium amounts at the active employee rate, the Company shall continue to pay its then current share of premium payments for group health and dental insurance through the earliest of (1) eighteen (18) months following the Separation Date, (2) the date Executive becomes employed with benefits substantially comparable to the benefits provided under the corresponding Company plan, or (3) the date Executive becomes ineligible for COBRA benefits (as applicable, the “COBRA Contribution Period”); provided, however , that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Internal Revenue Code of 1986, as amended (the “Code”) and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. Executive shall be responsible for the entire COBRA premium should Executive elect to maintain this coverage after the COBRA Contribution Period. (Executive agrees to give prompt written notice of any subsequent employment he obtains during the COBRA Contribution Period that results in his eligibility for comparable medical and dental benefits.)

(d)

Extension of Stock Option Exercise Date – Effective on the Effective Date, the Company will extend, until such date that is six (6) months following the Separation Date, the exercise period for all outstanding options to purchase shares of the Company’s common stock in which Executive has vested as of the Separation Date (but in no event shall such exercise period be extended to later than the Final Exercise Date (as defined in Executive’s applicable option agreement(s))). Executive understands that any option subject to this extended exercise period shall cease to be treated for tax purposes as an incentive stock option.

Other than the Severance Benefits, Executive will not be eligible for, nor shall he have a right to receive, any payments or benefits from the Company following the Separation Date, other than reimbursement for any outstanding business expenses in accordance with Company policy, payment of Executive’s Non-Qualified Deferred Compensation in accordance with Plan terms, and any vesting of equity awards to which Executive may be entitled under the terms of any of the Company’s Fiscal Year Long Term Incentive Plans in which he was a participant during his employment with the Company, determined in accordance with the applicable award agreement. For the avoidance of doubt, a schedule of Executive’s unvested awards is attached hereto as Attachment A.

Release of Claims – In exchange for the consideration set forth in this Agreement, which Executive acknowledges he would not otherwise be entitled to receive, Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and

all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “ Released Parties ”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties up to the date on which he signs this Agreement, whether known or unknown, including, but not limited to, any and all claims arising out of or relating to Executive’s employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, and the Employee Retirement Income Security Act, all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq. , the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq. (Massachusetts law regarding payment of wages and overtime), the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq. , Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all claims to any non-vested ownership interest in the Company, contractual or otherwise (except as explicitly set forth in Section 2 above); all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this release of claims prevents Executive from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that Executive acknowledges that he may not recover any monetary benefits in connection with any such charge, investigation, or proceeding, and Executive further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding). This release also does not prevent Executive from reporting possible legal violations to government enforcement agencies without notice to the Company, or from receiving any applicable award from a government enforcement agency for information provided to such agency. Further, nothing herein shall prevent Executive from bringing claims to enforce this Agreement, or release (i) any rights Executive may have under the Company’s certificate

of incorporation, by-laws, insurance and/or any indemnification agreement between him and the Company (and/or otherwise under law) for indemnification and/or defense as an employee, officer or director of the Company for his service to the Company (recognizing that such indemnification and/or defense is not guaranteed by this Agreement and shall be governed by the instrument or law, if any, providing for such indemnification and/or defense), (ii) any rights Executive may have to vested equity ownership in the Company under applicable equity plans and agreements, (iii) any rights Executive may have to vested pension or 401(K) benefits or interests under any ERISA-Covered benefit plan (excluding severance) provided by the Company, (iv) any rights to COBRA, workers’ compensation or unemployment benefits, or (v) any rights or claims that cannot be waived by law.

4.	Execution of Non-Competition and Non-Solicitation Agreement – Executive agrees to execute and return, contemporaneous with his execution and return of this Agreement, the Non-Competition and Non-Solicitation agreement that is attached hereto as Attachment B.

Continuing Obligations – Executive acknowledges and reaffirms his obligation, to the extent permitted by law and except as otherwise permitted by Section 9 below, to keep confidential and not to use or disclose any and all non-public information concerning the Company that he acquired during the course of his employment with the Company, including, but not limited to, any non-public information concerning the Company’s business affairs, business prospects, and financial condition. Executive further acknowledges his continuing obligations as set forth in Attachment B hereto and in the Proprietary Information and Inventions Agreement dated as of May 21, 2007 between Executive and the Company and attached as Attachment C hereto, which survive his separation from employment with the Company.

Non-Disparagement – Executive understands and agrees that, to the extent permitted by law and except as otherwise permitted by Section 9 below, he will not, in public or private, make any false, disparaging, derogatory or defamatory statements, online (including, without limitation, on any social media, networking, or employer review site) or otherwise, to any person or entity, including, but not limited to, any media outlet, industry group, financial institution or current or former employee, board member, consultant, client or customer of the Company, regarding the Company or any of the other Released Parties, or regarding the Company’s business affairs, business prospects, or financial condition. The Company will instruct its board members and executive officers, to the extent permitted by law and except as otherwise permitted by Section 9 below, not to make any false, disparaging, derogatory or defamatory statements to third parties about Executive.

Return of Company Property – Executive confirms that he has returned to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, tablets, etc.), Company identification and any other Company-owned property in his possession or control and that he has left intact all electronic Company documents, including but not limited to those that he developed or helped to develop during his

employment. Executive further agrees that he has canceled all accounts for his benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone charge cards, cellular phone and/or wireless data accounts and computer accounts. Notwithstanding the foregoing, Executive may retain his Company-issued computer, mobile phone, and phone number; provided, however, that Executive must, no later than three (3) business days prior to the Separation Date, provide such Company-issued computer and mobile phone to the Company so that the Company may remove any Company information and Company licensed programs that may be contained therein.

Confidentiality – Executive understands and agrees that, to the extent permitted by law and except as otherwise permitted by Section 9 below, the terms and contents of this Agreement, and the contents of the negotiations and discussions resulting in this Agreement, shall be maintained as confidential by Executive and his agents and representatives and shall not be disclosed except as otherwise agreed to in writing by the Company, except as required by law, and except to his immediate family and legal, financial and tax advisors, on the condition that any individuals informed must hold the above information in strict confidence.

Scope of Disclosure Restrictions – Nothing in this Agreement or elsewhere prohibits Executive or any other person from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies or participating in government agency investigations or proceedings. Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding Executive’s confidentiality and nondisclosure obligations, Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

10.

Cooperation – Executive agrees that, to the extent permitted by law, he shall fully cooperate with the Company in the investigation, defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against the Company by a third party or by or on behalf of the Company against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator. Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with the Company’s counsel, at reasonable times and locations designated by the Company, to investigate or prepare the Company’s claims or defenses,

to prepare for trial or discovery or an administrative hearing, mediation, arbitration or other proceeding and to act as a witness when requested by the Company. The Company will reimburse Executive for all reasonable and documented out of pocket costs that he incurs to comply with this paragraph and, following the Severance Period, compensate Executive at the rate of $400 per hour for Executive’s time spent in cooperation hereunder, except that the Company will not pay Executive for time spent testifying in any arbitration, trial, administrative hearing or other proceeding. Executive further agrees that, to the extent permitted by law, he will notify the Company promptly in the event that he is served with a subpoena (other than a subpoena issued by a government agency), or in the event that he is asked to provide a third party (other than a government agency) with information concerning any actual or potential complaint or claim against the Company.

11.

Final Compensation – Executive acknowledges that he has received all compensation due to him from the Company, including, but not limited to, all wages, bonuses and accrued, unused vacation time, and that he is not eligible or entitled to receive any additional payments or consideration from the Company beyond that provided for in Section 2 of this Agreement.

12.

Amendment and Waiver – This Agreement shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors/administrators/personal representatives, and successors. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

13.

Validity – Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

14.	Nature of Agreement – Both Parties understand and agree that this Agreement is a separation agreement and does not constitute an admission of liability or wrongdoing on the part of the Company or Executive.

15.

Time for Consideration and Revocation – Executive acknowledges that he was initially presented with this Agreement on October 22, 2016. Executive understands that this Agreement shall be of no force or effect, and that he shall not be eligible for the consideration described herein, unless he signs and returns this Agreement on or before November 14, 2016, and does not revoke his acceptance in the subsequent seven (7) calendar day period (the day immediately following expiration of such revocation period, the “ Effective Date ”).

16.

Acknowledgments – Executive acknowledges that he has been given at least twenty-one (21) calendar days to consider this Agreement, and that the Company is hereby advising him to consult with an attorney of his own choosing prior to signing this Agreement. Executive further acknowledges and agrees that any changes made to this Agreement following his initial receipt of this Agreement, whether material or immaterial, did not re-start or affect in any manner the original twenty-one (21) calendar day consideration period. Executive understands that he may revoke this Agreement for a period of seven (7) calendar days after he signs it by notifying the Company in writing, and this Agreement shall not be effective or enforceable until the expiration of this seven (7) calendar day revocation period. Executive understands and agrees that by entering into this Agreement he will be waiving any and all rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that he has received consideration beyond that to which he was previously entitled.

17.

Voluntary Assent – Executive affirms that no other promises or agreements of any kind have been made to or with Executive by any person or entity whatsoever to cause him to sign this Agreement, and that he fully understands the meaning and intent of this Agreement. Executive further states and represents that he has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his name of his own free act.

18.

Applicable Law – This Agreement shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. Executive hereby irrevocably submits to and acknowledges and recognizes the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in the Commonwealth of Massachusetts (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Agreement or the subject matter hereof.

19.

Entire Agreement – This Agreement contains and constitutes the entire understanding and agreement between the Parties hereto with respect to Executive’s separation from the Company, severance benefits and the settlement of claims against the Company, and cancels all previous oral and written negotiations, agreements, commitments and writings in connection therewith; provided, however, that nothing in this Section shall modify, cancel or supersede Executive’s obligations set forth in Section 5 above.

20.

Tax Acknowledgement – In connection with the Severance Benefits provided to Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for all applicable taxes owed by him with respect to such Severance Benefits under applicable law. Executive acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits set forth in this Agreement.

21.

Section 409A – This Agreement, and all payments hereunder, are intended to be exempt from, or if not so exempt, to comply with the requirements of, Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“ Section 409A ”), and this Agreement shall be interpreted and administered accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee” as defined under Section 409A, any and all amounts payable hereunder on account of such termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive’s death; except to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A – 1(b) or other amounts or benefits that are exempt from or otherwise not subject to the requirements of Section 409A. For purposes of this Agreement, whether or not a termination of employment has occurred shall be determined consistently with Section 409A. In addition, each payment made pursuant to the Agreement shall be treated as a separate payment and the right to a series of installment payments hereunder is to be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

22.	Counterparts – This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Facsimile and PDF signatures shall be deemed to be of equal force and effect as originals.

IN WITNESS WHEREOF, the Parties have set their hands and seals to this Agreement as of the date(s) written below.


Analogic Corporation

/s/ Bernard C. Bailey				Date: 22 OCT 2016
By:

I hereby agree to the terms and conditions set forth above. I have been given at least twenty-one (21) calendar days to consider this Agreement and I have chosen to execute this on the date below. I intend that this Agreement will become a binding agreement if I do not revoke my acceptance within seven (7) calendar days.


James W. Green

/s/ James W. Green				Date: 10-22-16

ATTACHMENT A

Jim Green Term Date: 10/31/2016

Treatment of Outstanding Analogic Stock Awards upon Termination

Original

Option

Unvested Shares/Options

Performance

Award Year

Type of Award

Grant
Date

Exercise
Price

No.
Awarded

To Be
Cancelled

Remaining

Period
End Date

Comments

FY15-17

LTIP

Performance Contingent RSUs (EPS)*

09/09/14

8,440

2,110

6,330

7/31/2017

Months served in performance period/36

FY15-17

LTIP

Performance Contingent RSUs (TSR) *

09/09/14

6,554

1,639

4,916

7/31/2017

Months served in performance period/36

FY15-17

LTIP

Time-Based Stock Options **

09/09/14

$71.09

25,320

8,440

16,880

Outstanding vested options must be exercised by 1/29/2017

FY16-18

LTIP

Performance Contingent RSUs (EPS)*

09/10/15

7,408

4,321

3,087

7/31/2018

Months served in performance period/36

FY16-18

LTIP

Performance Contingent RSUs (TSR) *

09/10/15

5,669

3,307

2,362

7/31/2018

Months served in performance period/36

FY16-18

LTIP

Time-based RSUs

09/10/15

7,408

4,939

2,469

Full years served in performance period/3

FY17-19

LTIP

Performance Contingent RSUs (EPS)*

09/15/16

7,261

6,656

605

7/31/2019

Months served in performance period/36

FY17-19

LTIP

Performance Contingent RSUs (TSR) *

09/15/16

7,346

6,734

612

7/31/2019

Months served in performance period/36

FY17-19

LTIP

Time-Based RSUs

09/15/16

7,261

Full years served in performance period/3

*	Number of RSUs shown at target. Number of shares to be earned will be determined based on actual performance as determined by Compensation Committee following Perofrmance Period End Date

**	Number exercisable is equal to number remaining less number exercised to date.

ATTACHMENT B

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (the “Agreement”) is made between Analogic Corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and James W. Green (“Executive”).

In consideration of the severance benefits to be provided to Executive pursuant to the Separation and Release of Claims Agreement to which this Agreement is attached as Attachment B, Executive and the Company agree as follows:

1. Non-Competition and Non-Solicitation . For a period of one year after the cessation of Executive’s employment with the Company, Executive will not directly or indirectly:

(a) Engage or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that (i) is competitive with the Company’s business, which shall mean any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company while Executive was employed by the Company, and (ii) conducts business in any territory in which the Company conducts business, or plans to conduct business, at the time Executive ceases to be employed by the Company; or

(b) Either alone or in association with others, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the clients, customers, or business partners of the Company which were contacted, solicited, or served by the Company during the 12-month period prior to the cessation of Executive’s employment with the Company; or

(c) Either alone or in association with others (i) solicit, induce or attempt to induce any employee or independent contractor of the Company to terminate his or her employment or other engagement with the Company, or (ii) hire, or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Company at any time during Executive’s employment with the Company; provided , that this clause (ii) shall not apply to the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company has been terminated for a period of six months or longer, or, in the case of an independent contractor, if engaging such independent contractor would not interfere with such independent contractor’s provision of services to the Company.

2. Miscellaneous .

(a) Equitable Remedies . Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by Executive to be reasonable for such purpose. Executive agrees that any breach or threatened breach of this Agreement is likely to cause the Company substantial and irrevocable damage

which is difficult to measure. Therefore, in the event of any such breach or threatened breach, Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach without posting a bond and the right to specific performance of the provisions of this Agreement and Executive hereby waives the adequacy of a remedy at law as a defense to such relief.

(b) Obligations to Third Parties . Executive acknowledges and represents that this Agreement will not violate any continuing obligation Executive has to any third party.

(c) Disclosure of this Agreement . Executive hereby authorizes the Company to notify others, including but not limited to customers of the Company and any of Executive’s future employers or prospective business associates, of the terms and existence of this Agreement and Executive’s continuing obligations to the Company hereunder.

(d) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business, provided, however, that the obligations of Executive are personal and shall not be assigned by him. Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof without the necessity that this Agreement be re-signed at the time of such transfer.

(e) Interpretation . If any restriction set forth in Section 1 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

(f) Severability . In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

(g) Waivers . No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

(h) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and Executive each consents to the jurisdiction of such a court. THE COMPANY AND EXECUTIVE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT.

(i) Entire Agreement; Amendment . This Agreement supersedes all prior agreements, written or oral, between Executive and the Company relating to the subject matter of this Agreement, provided, however, that this Agreement does not supersede any non-competition covenant contained in any other agreement between Executive and the Company (a “Restrictive Covenant”), including without limitation any Restrictive Covenant contained in an equity award agreement, and

further provided that, if there is a conflict between the provisions of this Agreement and any other Restrictive Covenant, the provision imposing the greater restriction upon Executive shall govern. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by Executive and the Company.

(j) Captions . The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


	ANALOGIC CORPORATION

Date: 22 OCT 2016	By:	/s/ Bernard C. Bailey

Date: 10-22-16	/s/ James W. Green
	James W. Green

ATTACHMENT C

ANALOGIC

The World Resource

for Health & Security Technology

EMPLOYMENT AGREEMENT

Proprietary Information and Inventions Agreement

I recognize that ANALOGIC CORPORATION, a publicly held corporation, hereinafter called “the Corporation”, is engaged in the manufacture of electronic instrumentation.

I understand that:

(a) As part of my job with the Corporation, I am expected to make new contributions and inventions of value to the Corporation; and

(b) My employment creates a relationship of confidence and trust between me and the Corporation with respect to any information of a confidential or secret nature:

(i) applicable to the business of the Corporation and its subsidiaries (if any), and

(ii) applicable to the business of any client of the Corporation, which may be made known to me by the Corporation or its subsidiaries (if any) or by any client of the Corporation or learned by me during the period of my employment (all such information being hereinafter called “Proprietary Information”).

(c) By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, formulas, data, know-how, improvements, inventions, techniques and customer lists.

In consideration of my employment or continued employment, as the case may be, and the compensation received from time to time, I hereby agree as follows:

1. At all times, both during my employment and after its termination, I will keep in confidence and trust all such Proprietary Information and I will not use such Proprietary Information other than in the course of my work for the Corporation nor disclose any of such Proprietary Information or anything related to it without written consent of the Corporation.

2. In the event of the termination of my employment by me or by the Corporation for any reason, I will deliver to the Corporation all documents and data of any nature pertaining to my work and I shall not take with me any documents or data of any description or any reproduction of any description containing or pertaining to any Proprietary Information.

3. I will promptly disclose to the Corporation, or any persons designated by it, all improvements, inventions, formulas, processes, techniques, know-how and data, whether or not patentable, made or conceived or first reduced to practice or learned by me, either alone or jointly with others, during the period of my employment, whether or not in the course of my employment.

4. I agree that all said improvements, inventions, formulas, processes, techniques, know-how and data which are related to or useful in the business of the Corporation or its subsidiaries (if any) or of any client of the Corporation, or result from tasks assigned to me by the Corporation (hereinafter collectively called “Inventions”), shall be the sole property of the Corporation and its assigns or of its client, and the Corporation and its assigns or its client shall be the sole owner of all patents and other rights in connection therewith; provided, however, that this sentence shall not apply to improvements, inventions, formulas, processes, techniques, know-how and data which are related to or useful in the business of clients of the Corporation if the same are not related to, or useful in the performance of, contracts between the Corporation and its clients. I further agree as to all such Inventions to assist the Corporation in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents on said Inventions in any and all countries, and to that end I will execute all documents for use in applying for and obtaining such patents thereon and enforcing same, as Corporation may desire, together with any assignments thereof to the Corporation or persons designated by it and I will give testimony, both by deposition and in person in court or before any other tribunal, in any proceeding relating to the granting of a patent application, proceedings relating to the enforcement of a patent, and proceedings relating to the protection of the rights of the Corporation or persons designated by it in Proprietary Information. My obligation to assist the Corporation in obtaining and enforcing patents for such Inventions in any and all countries and in otherwise protecting rights in Proprietary Information as herein provided, shall continue beyond the termination of my employment but the Corporation shall compensate me at a reasonable rate after such termination for time actually spent by me at the Corporation’s request on such assistance and shall also reimburse me for all out-of-pocket expenses incurred by me in connection with the performance of such obligation.

5. As a matter of record I attach hereto a complete list of all inventions or improvements which have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment, which I desire to remove from the operation of this Agreement; and I covenant that such list is complete. If no such list is attached to this Agreement, I represent that I do not have such inventions and improvements at the time of signing this Agreement.

6. I represent that my performance of all the terms of this Agreement and as an employee of the Corporation does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment with the Corporation and I agree not to enter into any agreements either written or oral in conflict herewith.

7. This Agreement shall be effective as of the first day of my employment by the Corporation; namely: 5–21–07.

8. This Agreement shall be binding upon me, my heirs, executors, assigns, and administrators and shall inure to the benefit of the Corporation, its successors and assigns.

Name: James W. Green Signature: /s/ James W. Green


Social Security No: XXX XX XXXX		Date: 5-21-07

Witness: /s/Erin Maguire		Date: 5/21/07

Exhibit 99.1

LOGO

Oct 24, 2016

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Analogic Announces Leadership Transition

Experienced Industry Executive and Analogic Board Member Dr. Fred B. Parks Appointed President and CEO

PEABODY, Mass., Oct. 24, 2016 (GLOBE NEWSWIRE) — Analogic Corporation (Nasdaq:ALOG), enabling the world’s medical imaging and aviation security technology, today announced that James W. Green will step down as President and Chief Executive Officer and resign from his position as a member of the Company’s Board of Directors, effective October 31, 2016, and will pursue other opportunities. The Board has appointed medical imaging industry executive Dr. Fred B. Parks, who has been a director of the Company since 2007, to serve as the Company’s new President and CEO. Dr. Parks joins Analogic from Enovate Medical, where he has served as Executive Chairman and CEO.

“Jim Green led Analogic during a period of meaningful development and growth, and we owe him a debt of gratitude,” said Bernard C. Bailey, Chairman of the Board. “Jim had the vision and leadership skills to transform Analogic into the industry leader that we are today, and to position the Company to capitalize on even greater opportunities in the future. We thank him for his commitment and achievements, and wish him success as he takes the next step in his career.”

“Fred is a seasoned executive with broad experience in the medical technology industry, and he has the right skills to take Analogic to the next stage of growth,” continued Bailey. “Fred’s experience running both larger and entrepreneurial

growth companies in our industry will be invaluable as we grow our Ultrasound, Medical Imaging, and Security and Detection businesses. In addition, Fred has proven success in developing and launching innovative products, creating effective sales teams and driving market penetration. We have made significant investments in Ultrasound and look forward to leveraging Fred’s leadership talents as we seek to unlock the potential value in that business.”

“After nearly a decade at the helm of Analogic, it is time for me to explore new opportunities and pass the reins of the Company to new leadership,” said Green. “Fred has the skills and experience to take the Company to the next level. It is gratifying that someone I respect and trust as much as Fred will be succeeding me as President and CEO.”

“I am honored to be appointed by the Board to build on Jim’s accomplishments at Analogic,” said Parks. “We have exciting opportunities to capitalize on our investments in technology and our channel as we continue to execute on our fiscal 2017 plan and drive long term growth. I look forward to continuing to work with the Board, our strong management team, and our dedicated employees as we satisfy an expanding base of customers and create greater value for our shareholders.”

About Dr. Fred B. Parks

Dr. Fred B. Parks has served on the Board of Directors of Analogic since 2007. He has been the Executive Chairman and Chief Executive Officer of Enovate Medical since 2015. Dr. Parks served as Chief Executive Officer and a director of NDS Surgical Imaging, Inc., a provider of advanced medical visualization technology, from 2011 to 2013, and was Chairman of the Board and Chief Executive Officer of Urologix, Inc. from 2003 to 2008. Prior to joining Urologix, Dr. Parks served as President and Chief Executive Officer of Marconi Medical Systems, a multi-modality supplier of medical imaging equipment. Following Marconi’s acquisition by Royal Philips Electronics, Dr. Parks led its integration into the Philips medical business. Previously, Dr. Parks held positions as President, Chief Operating Officer and a director of St. Jude Medical, Inc., a medical device company focusing on implantable cardiovascular products, and as President, Chief Operating Officer and a director of EG&G, Inc. (now

PerkinElmer), a diversified technology company. Dr. Parks holds a B.S. in Mechanical Engineering from University of Missouri-Rolla, an M.S. in Mechanical Engineering from University of Arizona, and a Ph.D. in Mechanical Engineering from University of Missouri.

About Analogic

Analogic (Nasdaq:ALOG) provides leading-edge healthcare and security technology solutions to advance the practice of medicine and save lives. We are recognized around the world for advanced imaging and real-time guidance technologies used for disease diagnosis and treatment as well as for automated threat detection. Our market-leading ultrasound systems, led by our flagship BK Ultrasound brand, used in procedure-driven markets such as urology, surgery, and point-of-care, are sold to clinical practitioners around the world. Our advanced imaging technologies are also used in computed tomography (CT), magnetic resonance imaging (MRI), and digital mammography systems, as well as automated threat detection systems for aviation security. Analogic is headquartered just north of Boston, Massachusetts. For more information, visit www.analogic.com .

Forward-Looking Statements

Any statements about future expectations, plans, and prospects for the Company, including statements containing the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks relating to product development and commercialization, limited demand for the Company’s products, limited number of customers, risks associated with competition, uncertainties associated with regulatory agency approvals, competitive pricing pressures, downturns in the economy, the risk of potential intellectual property litigation, acquisition related risks, and other factors discussed in our most recent quarterly and annual reports filed with the Securities and Exchange Commission. In addition, the forward-looking statements included in this presentation represent the Company’s views as of the date of this document. While the Company anticipates that subsequent events and developments will cause the

Company’s views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any later date.

For Further Information:

Mark Frost

Senior VP, CFO & Treasurer

(978) 326-4000

mfrost@analogic.com

Mark Namaroff

Director of Investor Relations

(978) 326-4058

investorrelations@analogic.com