Exhibit 10.1

ANALOGIC CORPORATION
2007 STOCK OPTION PLAN

I. Purpose.

The purpose of the 2007 Analogic Stock Option Plan (“Plan”) is to further the growth and development of Analogic Corporation (“Company”) by enhancing the Company’s ability to attract, motivate and retain certain key Employees and Consultants of the Company and its subsidiary corporations. The Plan permits the grant of Stock Options, both Incentive Stock Options (“ISOs”) and Non-Qualified Stock Options (“NQSOs”). The Plan has been adopted and approved by the Company’s Board of Directors (“Board”) and will become effective upon approval by the Company’s stockholders. Unless terminated sooner, the Plan will terminate at the close of business on the day before the tenth anniversary of the date the Plan was approved by the Company’s stockholders. Upon termination of the Plan, outstanding Stock Options under the Plan will remain outstanding, but no additional Awards may be issued under the Plan.

II. Administration .

The Plan shall be administered by the Compensation Committee (“Committee”) appointed by the Board except as specified within the Plan. The Committee shall have the authority, except as specified to the contrary within the Plan, to determine eligibility and participation, grant Awards, amend the Plan, determine the terms and provisions of the respective Award Agreements, which need not be the same in all cases, interpret the respective Award Agreements and the Plan, and make all other determinations which, in the Committee’s judgment, are necessary or desirable in the administration of the Plan. Any determinations made by the Committee shall be final and binding. In the case of any Awards intended to qualify under the performance-based compensation exemption under Section 162(m) of the Code, the Committee shall exercise its discretion consistent with qualifying the Award as such. Notwithstanding anything in the Plan to the contrary, no Award outstanding under the Plan may be repriced, regranted through cancellation or otherwise amended to reduce the Exercise Price applicable thereto (other than with respect to adjustments made in connection with a transaction or other change in the Company’s capitalization) without the approval of the Company’s stockholders.

III. Eligibility .

All Employees and Consultants are eligible to receive Stock Options under the Plan. Eligibility to receive ISOs is limited to Employees of the Company or a subsidiary corporation as defined in Section 424 of the Code.

IV. Stock Subject to the Plan.

(a) Aggregate Limits. Subject to the provisions of Section VI(a), the maximum number of shares of Common Stock, par value of $.05 per share (“Shares”), which may be issued to Participants under the Plan shall be 250,000 and the maximum number of Shares that may be issued upon exercise of ISOs under the plan is 250,000. Except as specified herein, any Shares subject to an Award which expires or terminates unexercised will again become available for grant under the Plan. Shares tendered or withheld to satisfy the Exercise Price or tax obligations associated with a Stock Option will not become available for further grant under the Plan. In addition, Shares purchased on the open market using proceeds from Stock Option exercises will not become available for further grant under the Plan.

(b) Other Limits. The maximum number of Shares subject to Stock Options that may be granted to any one Participant in any calendar year under the plan is 150,000 Shares. This limit is intended to comply with Section 162(m) of the Code or any successor provision. Notwithstanding anything to the contrary within the Plan, the foregoing limitations shall be subject to appropriate adjustment under Section VI(a) to the extent that such adjustment will not affect the status of any Stock Option intended to qualify as performance-based compensation under Section 162(m) of the Code.

(c) Substitute Awards . In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Committee may grant Stock Options in substitution for any stock options granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Committee deems appropriate in the circumstances, notwithstanding any limitations on Stock Options contained in the Plan. To the extent permitted by the requirements of Section 422 of the Code, the NASDAQ Stock Market (“NASDAQ”) or the applicable stock exchange or other legal requirements, any Shares that are issued pursuant to exercise of Stock Options either assumed or converted due to an acquisition will not impact the number of Stock Options available for grant under the Plan.

V. Grant, Terms and Conditions Applicable to Stock Option Awards.

(a) Grant and Documentation. The Committee may grant Stock Options to purchase Shares of Common Stock. Each Stock Option granted under the Plan shall be identified in an Award Agreement as either an ISO pursuant to Section 422 of the Code or a NQSO. Any Stock Option designated as an ISO will qualify only to the extent it does not exceed the $100,000 limitation of Section 422(d) of the Code. The Award Agreement shall also specify a number of Shares underlying the Stock Option, the Exercise Price of the Stock Option, the period during which the Stock Option may be exercised and all other terms and, to the extent they are not inconsistent with the provisions of the Plan, any other conditions of the Stock Option the Committee deems necessary or advisable to further the purpose of the Plan or to comply with tax, regulatory and/or accounting principles or requirements.

(b) Option Price . The Exercise Price, which is the amount payable to the Company by the recipient upon exercise of a Stock Option, shall be determined by the Committee. The Exercise Price per Share shall be not less than 100% of the Fair Market Value of Common Stock on the date the Stock Option is granted. The Fair Market Value shall be determined by the mean of the high and low sales prices on the date of grant (or the most recent trading day if the date of grant is not a trading day), provided, however, that the Exercise Price of any ISO granted to a Ten Percent Shareholder shall not be less than 110% of the Fair Market Value of the Shares of Common Stock on the date of grant of the Stock Option.

(c) Vesting and Exercisability . The Committee may determine the time or times at which each Stock Option awarded under the plan will vest or become exercisable, subject to the limitations provided herein:

(i) Maximum Term . No Stock Option may be granted with a term in excess of 10 years, or, in the case of an ISO granted to a Ten Percent Shareholder, five years.
(ii) Minimum Vesting . No Stock Option grant, or portion of a Stock Option grant, that vests based on the Continued Service of a Participant will vest earlier than one year from the date the Stock Option was awarded, except as provided under Section V(d) or Section VI(c) of the Plan.

Unless otherwise provided in an Award Agreement, Stock Options shall vest, subject to a Participant’s Continued Service and other provisions herein, according to the following schedule: 25% of a given Stock Option Award will vest on the second anniversary of the date of grant, with another 25% vesting each subsequent anniversary of the date of grant until the entire grant is vested (at the end of five years). The Committee may, in its discretion, structure the vesting of a Stock Option award upon defined performance criteria and related Company, division, subsidiary or individual goals and objectives.

(d) Effect of Termination of Employment. Except as otherwise determined by the Committee and provided in an Award Agreement:

(i) in the event a Participant’s employment with the Company shall terminate for any reason other than death, Disability, Discharge For Cause, Retirement or Voluntary Resignation (non-retirement), Stock Options that are exercisable as of the date of termination will remain exercisable for 90 days from the date of termination, but under no circumstances will Stock Options be exercisable beyond the expiration of the Stock Option’s term and Stock Options that are not exercisable on the date of termination shall be terminated at that time;

(ii) in the case of the death of a Participant, Stock Options held by the Participant at the time of death will accelerate, become fully exercisable and remain exercisable by the Participant’s legal representatives or heirs until the earlier of one year from the date of death or the expiration of each Stock Option’s term;

(iii) if a Participant’s employment terminates due to Disability, Stock Options held by the Participant at the time of such termination will accelerate, become fully exercisable and remain exercisable by the Participant (or such Participant’s legal representatives) until the earlier of one year from the date of termination or the expiration of each Stock Option’s term;

(iv) if a Participant is Discharged For Cause, all outstanding Stock Options held by the Participant (whether vested or unvested) will be terminated as of the commencement of business on the date of termination;

(v) in the event that a Participant’s employment terminates due to Retirement, Stock Options that have been outstanding for less than one year as of the date of Retirement will be forfeited, and Stock Options that have been outstanding for more than one year as of the date of Retirement will continue to vest for up to one year from the date of Retirement and will remain exercisable for up to one year from the date of Retirement, or until the expiration of their term, if sooner, and Stock Options that are vested as of the date of Retirement will also remain exercisable for up to one year from Retirement or until the expiration of their term, if sooner; and

(vi) if a Participant’s employment terminates due to Voluntary Resignation (non-retirement), all currently outstanding Stock Options, both vested and unvested, will be forfeited as of the date of Voluntary Resignation.

(e) Taxes. The Committee shall establish requirements as it deems appropriate in order to ensure that no Shares shall be delivered under the Plan to any Participant or their representatives, until such person(s) have made arrangements acceptable to the Committee for the payment of any Federal, State, Local, Employment or other applicable taxes required by law. The Company may deduct any such tax obligations from any payment of any kind due to the Participant. As determined appropriate by the Committee, minimum tax obligations may be satisfied in whole or in part by the delivery of Shares, including Shares retained from the exercise or other event creating the tax obligation. Any Shares withheld for this reason shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined.

(f) Transferability . Each Stock Option by its terms shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable, during a Participant’s lifetime (unless Disabled within the meaning of the Plan), only by the Participant.

(g) Exercise of Stock Options. Stock Options awarded under the Plan may be exercised by delivering notice, as specified in the applicable Award Agreement, along with full payment of the Exercise Price for all Stock Options being exercised. Payment of the Exercise Price for one or more Stock Option(s) may be satisfied (i) in U.S. dollars (cash or check) or (ii) in one or more of the following ways (to the extent permitted by the Committee): through the delivery of an appropriate number of Shares of Common Stock that have been held by the Participant for at least six months, or through a cashless exercise program in conjunction with a securities brokerage firm. No Shares shall be distributed to any Participant prior to the full payment of the Exercise Price to the Company.

(h) Acceleration . The Committee may at any time provide that any Stock Option shall become immediately exercisable in full or in part, or free of some or all restrictions or conditions.

VI. Effect of Certain Transactions.

(a) Change in Capitalization. In the event of a stock split, reverse stock split, stock dividend, combination, reclassification or similar change in the capital structure of the Company, the Committee shall make appropriate adjustments to: the number of Shares of stock issuable upon exercise of outstanding Stock Options, the Exercise Price relating to any outstanding Stock Option, the maximum number of Shares available for issuance under the Plan, and the maximum number of Shares subject to Stock Options which may be awarded to any Participant during any tax year of the Company or as ISOs in order to prevent either the dilution or enlargement of the rights of Participants; provided that, any adjustments to ISOs shall be made in accordance with Section 424 of the Code. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the Exercise Price of and the number of Shares subject to each Stock Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises a Stock Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the Shares of Common Stock acquired upon such Stock Option exercise, notwithstanding the fact that such Shares were not outstanding as of the close of business on the record date for such stock dividend.

(b) Liquidation. The Committee shall notify Participants no less than twenty (20) days in advance of any proposed dissolution or liquidation of the Company. Unless specified otherwise in an individual’s employment contract or Award Agreement, all unexercised Stock Options shall terminate immediately prior to consummation of such dissolution or liquidation.

(c) Change-in-Control. Unless otherwise specified in an individual Award Agreement or otherwise, in the event of a Change-in-Control, each outstanding Stock Option under the Plan shall, immediately prior to such Change-in-Control, accelerate and become fully exercisable, subject to all other terms of the Stock Option or as specified in the Award Agreement and expire no sooner than the earlier of three months from the date of such Change-in-Control or the expiration of its term.

VII. Other Provisions Related To Stock Options.

(a) Limitation of Rights. Neither eligibility under, nor participation in, the Plan shall be construed as giving any person the right to continued employment or any rights as a stockholder except as to Shares that are actually issued under the Plan. Furthermore, no person shall have any claim to receive a Stock Option grant under the Plan. The Committee’s grant of Stock Options to a Participant at any time shall not require the Committee to grant any other Stock Option Awards to such Participant or other persons at any time.

(b) Conditions to Effectiveness of the Plan . The Plan was adopted by the Board of Directors on June 5, 2006 and amended on December 7, 2006 and will become effective upon approval by the Company’s stockholders. No Stock Option may be granted under the Plan after the day prior to the tenth anniversary of the date the Plan was approved by the Company’s stockholders. No Stock Option shall be granted or exercised if the grant of the Stock Option, or the exercise and the issuance of Shares pursuant thereto, would be contrary to law or the regulations of any duly constituted authority having jurisdiction. Furthermore, if any term or provision of the Plan shall be deemed invalid, unlawful or unenforceable, that term or provision in question shall be revised in order to be valid, lawful and enforceable, but will not affect any other provision of the Plan.

(c) Alteration, Termination, Discontinuance, Suspension or Amendment. The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that:

(i) to the extent required by Section 162(m), no Stock Option granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Stock Option, unless and until such amendment shall have been approved by the Company’s stockholders if required by Section 162(m) (including the vote required under Section 162(m));

(ii) no amendment that would require stockholder approval under the rules of NASDAQ may be made effective unless and until such amendment shall have been approved by the Company’s stockholders; and

(iii) if NASDAQ amends its corporate governance rules so that such rules no longer require stockholder approval of material amendments to equity compensation plans, then, from and after the effective date of such amendment to the NASDAQ rules, no amendment to the Plan:

(A) materially increasing the number of shares authorized under the Plan (other than pursuant to Section VI),
(B) expanding the types of Stock Options that may be granted under the Plan, or
(C) materially expanding the class of participants eligible to participate in the Plan shall be effective unless stockholder approval is obtained.

In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to ISOs, the Board may not effect such modification or amendment without such approval. No Stock Option shall be granted that is conditioned upon stockholder approval of any amendment to the Plan.

(d) International Stock Option Considerations. Stock Options may be awarded under the Plan to eligible persons in international locations. Although the Committee may not take any actions that would violate applicable laws, the Committee reserves the right to take necessary actions in order to comply with local regulations and requirements, including without limitation:

(i) the right to establish separate sub-plans or programs to provide for the grant of Stock Options to eligible persons in international jurisdictions,

(ii) the right to tailor such sub-plans in a manner that, as the Committee determines necessary and advisable, to comply with local laws and regulations or to maximize the efficiency of the plan in light of local tax or accounting considerations, and

(iii) the right to take any action required, either before or after the grant of a Stock Option, to comply with any applicable local government regulatory exemptions or approvals.

(e) Conditions to Exercise of Options. The Committee shall not be obligated to deliver any Shares upon the exercise of Stock Options to the extent that such delivery or distribution would not comply with all applicable laws (including, the requirements of the Securities Act of 1933). In addition the Committee may require that the Participant:

(i) shall have represented, warranted and agreed, in form and substance satisfactory to the Company, both that the Participant is acquiring the Stock Option and, at the time of exercising the Stock Option, that the Participant is acquiring the Shares for their own account, for investment or not with a view to or in connection with any distribution,

(ii) shall have agreed to any restrictions on transfer, in a manner satisfactory to the Committee, and

(iii) shall have agreed to an endorsement which makes appropriate reference to such representations, warranties, agreements and restrictions both on the Stock Option and on the certificate representing the Shares.

(f) Compliance With Code Section 409A of the Code . No Stock Option shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Committee, at the time of grant, specifically provides that the Stock Option is not intended to comply with Section 409A of the Code. The Company shall have no liability to a Participant, or any other party, if a Stock Option that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee.

(g) Governing Law . The provisions of the Plan and all Stock Options made hereunder shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

VIII. Definitions. As used within the plan, the following definitions apply to the terms indicated below:

•

“Award” – Refers to any Stock Option, either Incentive Stock Option or Non-Qualified Stock Option, granted pursuant to the terms of the Plan.

•

“Award Agreement” – Refers to either a written agreement between the Company and a Participant or a written notice from the Company to a Participant evidencing an Award and its terms.

•

“Change-in-Control” – For purposes of the Plan, a Change-in-Control will be deemed to have occurred upon (A) 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 holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation 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) or (B) 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 or (C) the sale of all or substantially all of the assets of the Company.

•

“Committee” – The Compensation Committee of the Board of Directors.

•

“Company” – Means Analogic Corporation and, except where the context otherwise requires, shall include any subsidiary corporations within the meaning of Section 424 of the Code.

•

“Disability” – Applies if a Participant is entitled to receive benefits under a company sponsored disability program. If no program is in effect for that Participant, Disability will apply if the Participant has become totally and permanently disabled as specified under Section 22(e)(3) of the Code.

•

“Discharge For Cause” – Refers to termination of an Employee’s service in a manner either consistent with the definition of “Cause” as outlined in a written agreement between the Participant and the Company, or the intentional dishonest, illegal or insubordinate conduct which is materially injurious to Analogic or a subsidiary, or the breach of any provision of any employment, nondisclosure, non-competition or similar agreement. The Committee, in its sole discretion, shall determine whether circumstances warrant a Discharge For Cause.

•

“Employee” – Refers to any individual employed by the Company.

•

“Exercise Price” – Refers to the amount payable to the Company by the recipient upon exercise of a Stock Option

•

“Fair Market Value ” – Refers to the mean of the high and low sales prices on a given date.

•

“Incentive Stock Option” or “ISO” – A Stock Option granted to an Employee that meets the requirements of Section 422 of the Code.

•

“NASDAQ” – Refers to the NASDAQ Stock Market.

•

“Non-Qualified Stock Option” or “NQSO” – Any Stock Option granted under the plan that is not an Incentive Stock Option.

•

“Retirement” – Applies if any Employee of the Company leaves the employment of the Company on or after age 55 with 10 or more years of service or on or after age 65. Does not apply in situations pursuant to any Discharge For Cause or pursuant to any termination for unsatisfactory performance, as determined by the Company

•

“Section 162(m)” – Refers to Section 162(m) of the Code.

•

“Stock Option” – The option to acquire shares of Common Stock upon payment of the Exercise Price.

•

“Ten Percent Shareholder” - A person who owns (as defined under Section 424(d) of the Code) as of at the time a Stock Option is granted, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company.

•

“Vesting Date” – Refers to the date established by the Committee on which an Award shall vest or the date upon which Performance Goals applicable to an Award are achieved.

•

“Voluntary Resignation (non-retirement)” – Refers to non-retirement eligible participants leaving the Company on their own volition.

Exhibit 10.2

ANALOGIC CORPORATION
2007 RESTRICTED STOCK PLAN

I. Purpose.

The primary purpose of the 2007 Analogic Restricted Stock Plan (“Plan”) is to further the growth and development of Analogic Corporation (“Company”) by enhancing the Company’s ability to attract, motivate and retain Employees and Consultants of the Company and its subsidiary corporations. In addition, given the criticality of the preservation and development of the Company’s proprietary products, trade secrets and know-how, the Plan will promote the interests of the Company and stockholders through providing a means to acquire Non-competition Agreements from key Employees who become Participants under this Plan. The Plan permits the grant of Restricted Stock awards (“Award” or “Awards”). The Plan has been adopted and approved by the Company’s Board of Directors and will become effective upon approval by the Company’s stockholders. Unless terminated sooner, the Plan will terminate at the close of business on the day before the tenth anniversary of the date the Plan is approved by the Company’s stockholders. Upon termination of the Plan, outstanding Awards will remain outstanding, but no additional Awards may be issued under the Plan.

II. Administration .

The Plan shall be administered by the Compensation Committee (“Committee”) appointed by the Board except as specified within the Plan. The Committee shall have the authority, except as specified to the contrary within the Plan, to determine eligibility and participation, grant Awards, amend the Plan, determine the terms and provisions of the respective Award Agreements, which need not be the same in all cases, interpret the respective Award Agreements and the Plan, and make all other determinations which, in the Committee’s judgment, are necessary or desirable in the administration of the Plan. Any determinations made by the Committee shall be final and binding. In the case of any Awards intended to qualify under the performance-based compensation exemption under Section 162(m) of the Code, the Committee shall exercise its discretion consistent with qualifying the Award as such.

III. Eligibility .

All of the Company’s Employees and Consultants are eligible to receive Awards under the Plan.

IV. Stock Subject to the Plan.

(a) Aggregate Limits. Subject to the adjustment provisions of Section VI(a), the maximum number of shares of Common Stock, par value $.05 per share (“Shares”), which may be issued to Participants pursuant to Awards under the Plan shall be 500,000 Shares, provided that any Shares underlying Awards which are cancelled, terminated or forfeited, shall again become available for future issuance under the Plan. This limit is intended to comply with Section 162(m) of the Code or any successor provision. Notwithstanding anything to the contrary within the Plan, the foregoing limitations shall be subject to appropriate adjustment under Section VI(a) to the extent that such adjustment will not affect the status of any Award intended to qualify as performance-based compensation under Section 162(m) of the Code.

(b) Substitute Awards . In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Committee may grant Awards in substitution for any restricted stock granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Committee deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. To the extent permitted by the requirements of the NASDAQ Stock Market (“NASDAQ”) or the applicable stock exchange or other legal requirements, any shares that are issued pursuant to Awards either assumed or converted due to an acquisition will not impact the number of Shares available for grant under the Plan.

V. Grant Terms and Conditions Applicable to Restricted Stock.

(a) Grant and Documentation. The Committee may grant Awards under the Plan. Each Award granted under the Plan shall be identified in an Award Agreement and subject to restrictions on transfer and ownership as the Committee may determine. The Committee shall determine and specify in each applicable Award Agreement, the number of Shares of Restricted Stock granted to any Participant, subject to the overall and individual maximums specified within the Plan. As soon as practical after the grant of an Award, a Certificate, registered in the Participant’s name, shall be issued covering the Shares underlying the Award. The Certificate shall bear a legend referring to the Award Agreement containing the terms, conditions and limitations of the Award. These limitations may include, but are not limited to, the achievement of Performance Goals and/or Continuous Service requirements with the Company. Upon vesting, and not before, the legend bearing the restrictions shall be removed. Unless the Committee determines otherwise, each Certificate issued pursuant to a grant of Restricted Stock shall be held by the Company or its designee prior to the applicable Vesting Date.

(b) Price . The Committee shall determine, and the Award Agreement shall specify, the price, if any, to be paid by the Participant for each Share of Restricted Stock.

(c) Vesting . At the time of grant, the Committee shall specify in each Award Agreement, the relevant terms of the vesting related to such Award. The Committee may structure the vesting to be based on the attainment of Performance Goals over a Performance Period and/or a Participant’s Continuous Service. Except as outlined in Section V(h) or Section VI(b), Awards that vest based solely upon a Participant’s Continuous Service will not vest sooner than in three equal increments on each of the first three anniversaries of the date of grant. No portion of an Award may be sold, pledged or otherwise disposed of prior to the occurrence of its Vesting Date, as determined by the Committee.

(d) Issuance of Certificates. Upon the vesting of Shares of Restricted Stock, the Committee shall issue a new Certificate, free of any restrictive legend relating to such vesting, for the number of Shares whose restrictions have lapsed, although the Committee shall not be required to issue any fractional Shares.

(e) Non-competition Agreements. At the time of grant, the Committee may specify in a Participant’s Award Agreement that acceptance of the Award will constitute an agreement between the Participant and the Company that, during the one year period following the termination of such Participant’s employment with the Company, whether voluntarily or involuntarily, such Participant may not accept an identical or substantially similar position to that held by the Participant at the Company immediately prior to termination with any business that is directly competitive with the business of the Company, or otherwise have any material investment or interest in any such competitive business. Should the Committee determine that this agreement had been violated at any point, all Awards whose restrictions have not fully lapsed will be forfeited.

(f) Rights of Restricted Stock Recipients. Commencing on the date an Award is granted, and subject to the delivery, acceptance and terms of the Award Agreement, the Participant shall become a shareholder of the Company as it relates to the Shares of Restricted Stock underlying the Award. Other than the right to sell the Shares prior to the lapse of the restrictions, and subject to any other terms contained within the Participant’s Award Agreement, the Participant shall be entitled to all rights of a shareholder, including the ability to vote those Shares and receive distributions related to those Shares. The Committee, in its discretion, may specify in the applicable Award Agreement whether dividends or other distributions related to Restricted Shares whose restrictions have not lapsed shall be held in escrow or otherwise by the Company until such restrictions lapse, or be distributed at the same time as to general shareholders. To the extent that the restrictions do not lapse due to failure to meet any applicable Continuous Service, Performance Goal, Non-competition or other requirement, any undistributed payments will be forfeited.

(g) Section  162(m) . To the extent consistent with other provisions of the Plan, if the Committee determines at the time an Award is granted, that a Participant is or may become a Covered Employee, the Committee may specify that the following provisions related to Section 162(m) of the Code apply:

(i) Performance-Based Awards. Upon the grant of an Award, the Committee may specify, based on its discretion, that such Award will vest based upon the achievement of specified Performance Goals over a designated Performance Period. Performance Periods under the Plan may not be shorter than one year and may not exceed five years. Upon the grant of a Performance-Based Award, the Committee shall establish and document in writing, the following terms of the Performance-Based Award: the Performance Period, the Performance Measure(s) and the Performance Goal(s). Once established and documented by the Committee, these items may not be amended or otherwise altered if such changes would cause the Award to lose its qualification as performance-based compensation under Section 162(m) of the Code. Unless specified in an Award Agreement, or as outlined in Section V(h) or VI(b), Performance-Based Awards shall be distributed only after the end of the Performance Period. Performance-Based Awards, to the extent the Performance Goals are satisfied, may be distributed in a lump sum or in installments after the end of the designated Performance Period, provided any such distributions shall be made in a manner intended to avoid payments constituting nonqualified deferred compensation under Section 409A of the Code.

(ii) Performance Goals. If an Award granted to a Covered Employee, or an Employee who the Committee determines may become a Covered Employee, is intended to qualify under Section 162(m) of the Code, the restrictions associated with the Award shall be subject to the achievement of one or more objective Performance Goals established by the Committee and shall vest only to the extent the attainment of the Performance Goals has been certified by the Committee. Performance Goals shall be based on the achievement of specified levels of one or more of the following: revenue, return on capital, profit after taxes, total shareholder return, stock price performance, cash flow, earnings per share, return on equity, return on assets or net assets, income or net income, operating income or net operating income, operating profit or net operating profit, operating margin or profit margin, return on operating revenue, return on invested capital, market segment share, product development, product release schedules, new product innovation, product or other cost reductions through advanced technology or other means, brand recognition/acceptance, product ship targets, sales of assets or subsidiaries, or customer satisfaction levels.

(iii) Application of Performance Goals. Performance Goals may be applied to the Company as a whole, a division, business unit or subsidiary and may be based on either absolute performance versus internally established goals or relative performance in relation to other companies or indices. Performance Goals shall be evaluated, as applicable, in accordance with generally accepted accounting principles and shall be subject to certification by the Committee. As soon as practical following the end of a Performance Period, the Committee shall evaluate and document in writing the extent to which the related Performance Goals have been satisfied and the number of Shares payable under any Performance-Based Award to the Participant. Subject to the express provisions of the Plan, the Committee may exercise its discretion to adjust downward, and not upward, the number of Shares payable under any Performance-Based Award subject to the Plan. Furthermore, the Committee may not refrain from enforcing the lack of achievement of any Performance Goal, except in case of the death or Disability of a Participant holding a Performance-Based Award. Notwithstanding any other provision of the Plan, the Committee may take such other actions as it deems appropriate and necessary to qualify Awards as performance-based compensation within Section 162(m) of the Code, or any successor provision. The Committee shall have the authority to make equitable adjustments to Performance Goals to account for unusual or non-recurring events affecting the Company to account for changes in applicable laws or regulations, items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of a segment of a business or a change in accounting principles. Performance Goals shall be set by the Committee within the time period outlined by, and shall otherwise be in compliance with, Section 162(m) of the Code and any successor provisions.

(iv) Limitation on Awards to a Participant. The maximum number of Shares of Restricted Stock that may be granted to any one Participant in any calendar year under the Plan is 50,000 Shares. This limit is intended to comply with Section 162(m) of the Code or any successor provision.

(h) Effect of Termination of Employment. Except as otherwise determined by the Committee and provided in an Award Agreement:

(i) in the event a Participant’s employment with the Company shall terminate for any reason, other than: death, Disability or Involuntary Termination that is not For Cause, all Awards under the Plan whose restrictions have not lapsed will be forfeited;

(ii) in the case of the death or Disability of a Participant, Awards held by the Participant at the time of death or Disability that vest based on Continuous Service will accelerate, fully vest and be distributed to the Participant’s legal representatives or heirs in the case of death, or to the Participant or their legal representatives in the case of Disability; and

(iii) in the event that a Participant’s employment terminates due to Involuntary Termination that is not For Cause, Awards that vest based on Continuous Service that have been outstanding for less than one year, as of the date of Involuntary Termination that is not For Cause, will be forfeited, and Awards that vest based on Continuous Service that have been outstanding for more than one year, as of the date of Involuntary Termination that is not For Cause, will continue to vest for up to one year from the date of the Involuntary Termination that is not For Cause.

Neither eligibility under, nor participation in, the Plan shall be construed as giving any person the right to continued employment.

If a Participant’s employment terminates due to death, Disability or Involuntary Termination that is not For Cause, while holding, at the time of termination of employment, any Award that vests based on the attainment of Performance Goals, if more than 50% of the Performance Period is completed, the number of Shares that will vest upon the date of termination will be based on performance to date (pro-rated).

(i) Taxes. The Committee shall establish requirements as it deems appropriate in order to ensure that no Shares shall be delivered under the Plan to any Participant or their representatives, until such person(s) has made arrangements acceptable to the Committee for the payment of any Federal, State, Local, Employment or other applicable taxes required by law. The Company may deduct any such tax obligations from any payment of any kind due to the Participant. As determined appropriate by the Committee, minimum tax obligations may be satisfied in whole or in part by the delivery of Shares, including Shares retained from the vesting of Restricted Stock or other event creating the tax obligation. Any Shares withheld for this reason shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. To the extent a Participant makes an election under Section 83(b) of the Code, within ten days of filing such election with the Internal Revenue Service, the Participant must notify the Company in writing of such election.

(j) Transferability . Each Award by its terms shall not be transferable otherwise than by will or the laws of descent and distribution.

(k) Conditions on Removal of Restrictions . The Company will not be obligated to remove restrictions from any Award until:

(i) all conditions of the Award have been met or removed to the satisfaction of the Company,

(ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and

(iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(l) Acceleration . The Committee may at any time provide that any Award shall become immediately free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

VI. Effect of Certain Transactions.

(a) Change in Capitalization. In the event of a stock split, reverse stock split, stock dividend, combination, reclassification or similar change in the capital structure of the Company, the Committee shall make appropriate adjustments to the following items in order to prevent either the dilution or enlargement of the rights of Participants: the number of Shares covered by outstanding Awards, the price, if any, to be paid by the Participant for each Share of Restricted Stock, the maximum number of Shares available for issuance under the Plan, and the maximum number of Shares subject to Awards which may be awarded to any Participant during any tax year.

(b) Change-in-Control. Unless otherwise specified in an individual Award Agreement or otherwise, in the event of a Change-in-Control, the restrictions covering each outstanding Restricted Stock Award, whether the restrictions are based on Continuous Service or the attainment of Performance Goals, at the time of the Change-in-Control, shall lapse immediately prior to such Change-in-Control and such Restricted Stock shall no longer be subject to risk of forfeiture.

VII. Other Provisions Related To Restricted Stock.

(a) Conditions to Effectiveness of the Plan . The Plan was adopted by the Board of Directors on June 5, 2006 and amended on December 7, 2006. No Award may be granted under the Plan after the day prior to the tenth anniversary of the date the Plan was approved by the Company’s stockholders. No Award shall be granted if the grant and/or issuance of Shares pursuant thereto, would be contrary to law or the regulations of any duly constituted authority having jurisdiction. Furthermore, if any term or provision of the Plan shall be deemed invalid, unlawful or unenforceable, that term or provision in question shall be revised in order to be valid, lawful and enforceable, but will not affect any other provision of the Plan.

(b) Alteration, Termination, Discontinuance, Suspension or Amendment. The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that:

(i) to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company’s stockholders if required by Section 162(m) (including the vote required under Section 162(m));

(ii) no amendment that would require stockholder approval under the rules of NASDAQ may be made effective unless and until such amendment shall have been approved by the Company’s stockholders; and

(iii) if NASDAQ amends its corporate governance rules so that such rules no longer require stockholder approval of material amendments to equity compensation plans, then, from and after the effective date of such amendment to the NASDAQ rules, no amendment to the Plan:

(A) materially increasing the number of Shares authorized under the Plan (other than pursuant to Section VI),

(B) expanding the types of Awards that may be granted under the Plan, or

(C) materially expanding the class of participants eligible to participate in the Plan shall be effective unless stockholder approval is obtained.

No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan.

(c) Unfunded Plan. As an unfunded Plan, the Company will not be required to segregate any assets that may by covered by Awards under the Plan. Any obligations of the Company to Participants will be based upon any documented contractual obligations that may be effected pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

(d) International Considerations. Awards may be granted under the Plan to eligible persons in international locations. Although the Committee may not take any actions that would violate applicable laws, the Committee reserves the right to take all necessary actions in order to comply with local regulations and requirements, including without limitation:

(i) the right to establish separate sub-plans or programs to provide for the grant of Awards to eligible persons in international jurisdictions,

(ii) the right to tailor such sub-plans in a manner that, as the Committee determines necessary and advisable, will comply with local laws and regulations or maximize the efficiency of the Plan in light of local tax or accounting considerations, and

(iii) the right to take any action required, either before or after the grant of an Award, to comply with any applicable local government regulatory exemptions or approvals.

(e) Compliance With Code Section 409A of the Code . No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Committee, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee.

(f) Governing Law . The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

VIII. Definitions.

•

“Award” – Refers to any Restricted Stock Award, granted pursuant to the terms of the Plan.

•

“Award Agreement” – Refers to either a written agreement between the Company and a Participant or a written notice from the Company to a Participant evidencing an Award and its terms.

•

“Certificate” – Refers to either a paper stock certificate, an electronic book entry or some other electronic form of account entry evidencing the ownership of shares of Restricted Stock.

•

“Change-in-Control” – For purposes of the Plan, a Change-in-Control will be deemed to have occurred upon (A) 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 holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation 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) or (B) 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 or (C) the sale of all or substantially all of the assets of the Company.

•

“Committee” – The Compensation Committee of the Board of Directors.

•

“Company” – Means Analogic Corporation and, except where the context otherwise requires, shall include any subsidiary corporations within the meaning of Section 424 of the Code.

•

“Covered Employee” – Refers to a covered employee within the meaning of Section 162(m) of the Code.

•

“Disability” – Applies if a Participant is entitled to receive benefits under a Company sponsored disability program. If no program is in effect for that Participant, Disability will apply if the Participant has become totally and permanently disabled as specified under Section 22(e)(3) of the Code.

•

“Involuntary Termination that is not For Cause” – Refers to the termination of an Employee due to a layoff or weak performance.

•

“Performance-Based Award” – Refers to an Award under the Plan which is intended to qualify as performance-based compensation under Section 162(m) of the Code.

•

“Performance Goal” – Refers to the level of performance established by the Committee as the targeted level of achievement with respect to a Performance Measure. Performance Goals may be structured as absolute or relative and can vary from Performance Period to Performance Period and from Participant to Participant.

•

“Performance Measure” – Refers to one or more of the following measures as selected by the Committee to measure Company, business unit, division or subsidiary performance during a Performance Period: revenue, return on capital, profit after taxes, total shareholder return, stock price performance, cash flow, earnings per share, return on equity, return on assets or net assets, income or net income, operating income or net operating income, operating profit or net operating profit, operating margin or profit margin, return on operating revenue, return on invested capital, market segment share, product development, product release schedules, new product innovation, product cost reduction through advanced technology, brand recognition/acceptance, product ship targets, cost reductions, sales of assets or subsidiaries, or customer satisfaction levels.

•

“Performance Period ” – Refers to a period of time between one and five years in duration during which the achievement of one or more Performance Goals will be measured and used to determine a Participant’s rights to an Award.

•

“Plan” – The Analogic 2007 Restricted Stock Plan, as amended from time to time.

•

“Restricted Stock” – Refers to shares of Company Stock subject to restrictions as set forth in an Award.

•

“Section 162(m)” – Refers to Section 162(m) of the Code.

•

“Vesting Date” – Refers to the date established by the Committee on which an Award shall vest or the date upon which Performance Goals applicable to an Award are achieved.”

Exhibit 10.3

STOCK OPTION AWARD AGREEMENT

For good and valuable consideration, receipt of which is hereby acknowledged, Analogic Corporation, a Massachusetts Corporation (hereinafter called the “Company”), does hereby grant to [ Name of Grantee] of [ City, State, Zip] (hereinafter called the “Participant”) an option designated as an “ [ Incentive/Non-Qualified ] Stock Option” to purchase [ Amount] Shares of Common Stock pursuant to the Company’s 2007 Stock Option Plan (hereinafter called the “Plan”). A copy of the Plan is attached as Exhibit A to the Plan Prospectus annexed hereto, and is incorporated herein in its entirety by reference. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Plan.

The Participant hereby accepts the [ Incentive/Non-Qualified ] Stock Option granted herein subject to the provisions of the Plan, and upon the following additional terms and conditions:

1. The price at which the shares of Common Stock may be purchased pursuant to the [ Incentive/Non-Qualified ] Option granted herein is [ Price] per share, subject to adjustment as provided in the Plan.

2. The [ Incentive/Non-Qualified ] Stock Option granted herein may be exercised by the giving of written notice, in person or by registered mail, to the Company, marked “Attention: Treasurer”, at its principal place of business in Peabody, Massachusetts, of the election to purchase shares pursuant hereto, accompanied by the full purchase price of the shares being so purchased, together with the amount of any tax or excise due in respect of the sale and issue thereof, in cash or by certified or bank cashier’s check.

IN WITNESS WHEREOF, Analogic Corporation has caused this [ Incentive/Non-Qualified ] Stock Option Award Agreement to be signed by its duly authorized officer and its corporate seal to be hereto affixed this [       ] day of [       ] in the year [200_] .

ANALOGIC CORPORATION

By:      
Treasurer

IN WITNESS WHEREOF, the Participant has signed this [ Incentive/Non-Qualified ] Stock Option Award Agreement this [       ] day of [       ] in the year [200_] , and acknowledges [ his/her ] acceptance of Incentive Stock Option granted thereby, subject to the terms and conditions set forth herein and to the provisions of the Company’s 2007 Stock Option Plan.

Participant

Exhibit 10.4

RESTRICTED STOCK AWARD AGREEMENT

For good and valuable consideration, receipt of which is hereby acknowledged, Analogic Corporation, a Massachusetts Corporation (hereinafter called the “Company”), does hereby grant to [ Name of Grantee] of [ City, State, Zip] (hereinafter called the “Participant”) [ Amount] Shares of Restricted Stock pursuant to the Company’s 2007 Restricted Stock Plan (hereinafter called the “Plan”). A copy of the Plan is attached as Exhibit A to the Plan Prospectus annexed hereto, and is incorporated herein in its entirety by reference. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Plan.

The Participant hereby accepts the shares of the Company’s common stock granted herein subject to the provisions of the Plan, and upon the following additional terms and conditions:

1. Upon Participant ’s execution and delivery of this Restricted Stock Award Agreement to the Company, the Company will register or cause to be registered in Participant’s name, the number of Shares of Restricted Stock granted hereby, in either certificated or, subject to the Company’s authority to do so under the Plan as currently in effect or as it may hereafter be amended, uncertificated form. Said Shares of Restricted Stock will be held by the Company or its designee until such time as the restrictions upon disposition of said Shares of Restricted Stock shall lapse.

[2. If this Award is a Performance-Based Award, vesting of the said Shares of Restricted Stock is subject to attainment of the following:

(a)

Performance Goals:

      ;

(b)

over the following Performance Period:

      ;

(c)

with respect to the following Performance Measures:

      .]

[3. If this Award is a based on Continuous Service, vesting of the said Shares of Restricted Stock is subject to Participant’s attainment of the following Continuous Service requirement with the Company:

      .]

4. Vesting of the said Shares of Restricted Stock Payment shall be further subject to:

(a)

[payment by Participant of the following price per Share of Restricted Stock; [and/or]

(b)

]Participant having first making arrangements acceptable to the Committee for the payment of any Federal, State, Local, Employment or other applicable taxes required by law. The Company may deduct any such tax obligations from any payment of any kind due to the Participant.

[5. Grantee’s execution and delivery of this Restricted Stock Award Agreement shall constitute an agreement between the Participant and the Company that, during the one year period following the termination of the Participant’s employment with the Company, whether voluntarily or involuntarily, the Participant may not accept an identical or substantially similar position to that held by the Participant at the Company immediately prior to termination with any business that is directly competitive with the business of the Company, or otherwise has any material investment or interest in any such competitive business.]

4. Participant’s Vesting Date shall be:       .

IN WITNESS WHEREOF, Analogic Corporation has caused this Restricted Stock Award Agreement to be signed by its duly authorized officer and its corporate seal to be hereto affixed this [       ] day of [       ] in the year [200_] .

ANALOGIC CORPORATION

By:      
Treasurer

IN WITNESS WHEREOF, the undersigned grantee has signed this Restricted Stock Award Agreement this [       ] day of [       ] in the year [200_] , and acknowledges [his/her] acceptance of the shares of the Company’s common stock granted hereby, subject to the terms and conditions set forth herein to the provisions of the Company’s 2007 Restricted Stock Plan.

Participant

Exhibit 10.5

SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE

This Severance and Settlement Agreement and Release (the “Agreement”) is entered into by and between Analogic Corporation (the “Company”) and John W. Wood Jr. (“Mr. Wood”).

WHEREAS, Mr. Wood desires to resign from all his positions with the Company;

WHEREAS, the Company and Mr. Wood mutually desire an orderly transition to a new President and Chief Executive Officer, and the parties wish to resolve orderly and amicably Mr. Wood’s separation from the Company and establish the terms of Mr. Wood’s severance arrangement;

NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the sufficiency of which is hereby acknowledged, the Company and Mr. Wood agree as follows:

1.  Resignation Date . Mr. Wood’s effective date of resignation from the Company as Chief Executive Officer and a Director of Analogic Corporation shall be December 31, 2006 (the “Resignation Date”). Mr. Wood resigned, effective November 8, 2006, from all other offices, positions, and capacities in, at, or of Analogic Corporation and any subsidiary or affiliate of Analogic Corporation, and any other status or title involving or relating to the Company or any of its subsidiaries or affiliates, including but not limited to Analogic Limited, ANALOGIC FOREIGN SALES CORPORATION, Analogic Holding Luxembourg S.a r.l., ANALOGIC SECURITIES CORPORATION, ANADVENTURE II CORPORATION, ANA/DVENTURE 3 CORPORATION, ANADVENTURE DELAWARE, INC., AnaSky Limited, ANATEL COMMUNICATIONS CORPORATION, ANEXA Corporation, Anexa Financial Services, Inc., ANRAD CORPORATION, Bio-Imaging Research, Inc., B-K Medical Holding ApS, B-K Medical ApS, B-K Medical AB, B-K Medical (Asia) Pte. Ltd., B-K Medical Benelux NV/SA, B-K Medical (China) Limited, B-K Medical France S.A., B-K Medical Medizinische Systeme GmbH, B-K Medicale S.r.l., B-K Medical Systems, Inc., B-K Medical Thailand Ltd., B-K Medical UK, FTNI INC., ENHANCED CT TECHNOLOGY, LLC, International Security Systems Corporation, PhotoDetection Systems, Inc., Shenzhen Anke High-Tech Company, Limited, SKY COMPUTERS, INC., SKY Computers (Europe) Ltd., and Sound Technology, Inc.

2.  Monetary Consideration . In return for the execution of this Agreement, and provided that Mr. Wood has not revoked this Agreement, the Company agrees to pay Mr. Wood on July 2, 2007, a single lump-sum payment of $203,000 (representing six months’ of Mr. Wood’s salary at his regular annualized base salary rate of $406,000), less legally required and voluntarily authorized deductions, and otherwise in accordance with the Company’s customary payroll practices.

3.  Additional Cash Compensation . The Company shall pay to Mr. Wood on the date that is six (6) months after his Resignation Date (the “First Payment Date”) an amount equal to two thousand (2,000) multiplied by the closing stock price of Analogic Corporation common stock at the end of the stock market trading day on December 29, 2006 (the “Established Stock Price”), which is the last stock market trading day during the period of Mr. Wood’s employment with the Company. The Company shall also pay to Mr. Wood on the date that is three (3) months after the First Payment Date and at the end of each successive three (3) month period after the First Payment Date through and including the date that is thirty (30) months after Mr. Wood’s Resignation Date, an amount equal to the product of one thousand (1,000) multiplied by the Established Stock Price. If Mr. Wood breaches any of the terms of this Agreement, then, in addition to any other remedies in law or equity available to the Company, Mr. Wood shall thereupon immediately and automatically forfeit his right to receive any further payments or benefits of any kind whatsoever under this or any other section of this Agreement.

4.  Health and Dental Coverage . For a period ending on the earlier to occur of (i) the date that is twelve (12) months from the Resignation Date, or (ii) the date on which Mr. Wood becomes eligible for health and/or dental insurance coverage under another employer’s health insurance plan (the “Health Insurance Severance Period”), the Company agrees to continue to pay 80% of the health and/or dental insurance premium on behalf of Mr. Wood for continuation of Mr. Wood’s health and/or dental insurance coverage under the Company’s group plans, provided that Mr. Wood continues to timely pay his 20% share of the premium. At the end of the Health Insurance Severance Period, Mr. Wood may elect to continue health and/or dental insurance premium and insurance coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) for up to an additional eleven (11) months with the Company paying 50% of the health and/or dental insurance premium and Mr. Wood paying 50% of the health and/or dental insurance premium for such coverage.

5.  Release . In consideration of the payment of the severance benefits as described above, which Mr. Wood acknowledges he would not otherwise be entitled to receive, Mr. Wood hereby fully, forever, irrevocably, and unconditionally releases, remises, and discharges the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents, and employees (each in their individual and corporate capacities), all of the Company’s employee benefit plans, and all of the Company’s employee benefit plan fiduciaries (hereinafter, 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, but not limited to, attorneys’ fees and costs), of every kind and nature which Mr. Wood ever had or now has against the Released Parties, including, but not limited to, any and all claims arising out of Mr. Wood’s employment with and/or separation from the Company, including, but not limited to, all employment discrimination claims under or arising out of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq . , the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., § 12101 et seq. , the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq. , Executive Order 11246 and Executive Order 11141, the Massachusetts Fair Employment Practices Act., M.G.L. c.151B, § 1 et seq . , all as amended; all claims under of arising out of the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq. , Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. 1514(A), the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq . , the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq . , the Massachusetts Civil Rights Act, M.G.L. c.12 §§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, § 102 and M.G.L. c.214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, §1 et seq . , the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, and the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d), all as amended; all common law claims, including, but not limited to, actions in tort, defamation, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options; and any claim or damage arising out of Mr. Wood’s employment with or separation from the Company (including, but not limited to, 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 Agreement prevents Mr. Wood from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that Mr. Wood acknowledges that he may not be able to recover any monetary benefits in connection with any such claim, charge, or proceeding).

6.  Transition Assistance and Consulting . Mr. Wood agrees to cooperate and provide assistance in the transition of his job responsibilities to a new President and Chief Executive Officer and/or the Board of Directors (the “Transition Assistance”) during the period commencing on the execution of this Agreement and ending on the Resignation Date (the “Transition Period”). For the period beginning on the first day after the Resignation Date and extending for thirty (30) months thereafter (January 1, 2007 to June 30, 2009), Mr. Wood shall provide consulting services and assistance to the Company upon the Company’s request at any time and from time to time.

7.  Indemnification . The Company shall indemnify Mr. Wood in accordance with the Company’s By-Laws and that certain Indemnity Agreement between the Company and Mr. Wood dated June 14, 2005.

8.  Non-Disclosure and Inventions . Mr. Wood acknowledges and reaffirms his obligation under applicable law and his Proprietary Information and Inventions Agreement with the Company dated April 14, 2003, which shall continue in full force and effect, to keep confidential all non-public information concerning the Company which he acquired during the course of his employment with the Company, including, but not limited to, business and marketing plans, product developments, financial data, personnel information, customer and supplier lists, contacts at or knowledge of customers or prospective customers, and any non-public information of customers. Mr. Wood further reaffirms his obligation concerning inventions under applicable law and his Proprietary Information and Inventions Agreement with the Company dated April 14, 2003, which shall continue in full force and effect. For purposes of this section, “Company” shall also include any subsidiary of the Company.

9.  Non-Competition . Mr. Wood acknowledges and reaffirms his non-competition obligations under his Non-Competition Agreement dated April 14, 2003, which obligations shall continue in full force and effect.

10.  Return of Company Property . Mr. Wood agrees to return all Company property and equipment in his possession or control as of the Resignation Date, including, but not limited to, keys, cellular telephone, wireless handheld devices, computer hardware, software and printers, Company identification, and all Company files and documents (and copies thereof). Mr. Wood further agrees to leave intact all electronic Company documents, including those which he developed or helped develop during his employment. Mr. Wood shall be permitted to purchase his Verizon mobile telephone after he returns it to the Company and all Company information, including but not limited to customer and vendor contacts, have been expunged. Mr. Wood shall also be permitted to retain the telephone number and assume the Verizon account for such Verizon mobile telephone. Mr. Wood agrees that (to the extent that any of the following are under his control) he shall cancel all accounts for his benefit, if any, in the Company’s name, including, but not limited to, credit cards, telephone charge cards, cellular phone accounts, and computer accounts as of the Resignation Date.

11.  Cooperation . Mr. Wood agrees to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. Mr. Wood’s full cooperation in connection with such claims or actions shall include, but not be limited to, his being available to meet with Company counsel to prepare for trial or discovery or any administrative hearing or mediation or other alternative dispute resolution mechanism, and to act as a witness when requested by the Company at reasonable times designated by the Company. The Company agrees to reimburse Mr. Wood for reasonably documented travel, food, and lodging expenses in connection with the aforementioned cooperation. Mr. Wood further agrees to execute and deliver such instruments, documents, certificates, and affidavits and supply such other information and take such further action as the Company reasonably requires in order to effectuate Mr. Wood’s resignation from all offices, titles, statuses, and positions with the Company and its subsidiaries and affiliates.

12.  Business Expenses and Compensation . Mr. Wood acknowledges that he has been reimbursed by the Company for all business expenses incurred in connection with the performance of his employment and that no other reimbursements are owed to him. He further acknowledges that he has received payment in full for all services rendered in conjunction with his employment by the Company and that no other compensation is owed to him.

13.  Tax Matters . In connection with the payments and consideration provided to Mr. Wood pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Mr. Wood shall be responsible for the payment of all applicable taxes with respect to such payments and consideration under applicable law.

14.  Nature of Agreement . Mr. Wood and the Company understand and agree that this Agreement is a severance and settlement agreement and does not constitute an admission of liability or wrongdoing on the part of either party.

15.  Amendment . This Agreement shall be binding upon the parties and may not be abandoned, supplemented, changed, or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by a duly authorized representative of the parties hereto. This Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors, and administrators.

16.  Validity . Should any part, term, or 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.

17.  Confidentiality . To the extent permitted by law, Mr. Wood and the Company understand and agree that 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 the parties and their agents and representatives, and that none of the above shall be disclosed except to the extent required by federal or state law or as otherwise agreed to in writing by the authorized agent of each party or as necessary to enforce the terms of this Agreement, or on a need-to-know basis within the Company.

18.  Non-Disparagement . Mr. Wood understands and agrees that as a condition for payment to him of the monetary and other consideration herein, he shall not make any false, disparaging, or derogatory statements in public or private to any person or media outlet regarding the Company or any of its directors, officers, employees, agents, or representatives or the Company’s business affairs and financial condition.

19.  Entire Agreement . This Agreement contains and constitutes the entire understanding and agreement between the parties hereto with respect to the severance and settlement and release matters specified in this Agreement, and cancels and supersedes all previous oral and written negotiations, agreements, commitments, and writings in connection therewith or relating thereto.

20.  Applicable Law, Consent to Jurisdiction and Dispute Resolution. This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to their conflict of laws provisions. Mr. Wood 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 Massachusetts (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction) over any suit for injunctive relief for breach of Section 10 or Section 11 of this Agreement. Any other claim or controversy arising out of or relating to this Agreement or any breach thereof shall be settled by arbitration in Boston, Massachusetts, as administered by the American Arbitration Association under its National Rules For the Resolution of Employment Disputes.

21.  Acknowledgments . Mr. Wood acknowledges that he has been given twenty-one (21) days to consider this Agreement and that the Company advised him to consult with any attorney of his own choosing prior to signing this Agreement. Mr. Wood may revoke this Agreement for a period of seven (7) days after the execution of this Agreement, and the Agreement shall not be effective or enforceable until the expiration of this seven (7) day revocation period. Mr. Wood understands and agrees that by entering into this Agreement he is 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.

22.  Voluntary Assent . Mr. Wood affirms that no other promises or agreements of any kind have been made to or with him 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. Mr. Wood states and represents that he has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. Mr. Wood 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.
IN WITNESS WHEREOF, all parties have set their hand and seal to this Agreement as of the date written below.