0001193125-07-119136 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 21st, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

CHANGE OF CONTROL AGREEMENT by and between Hologic, Inc., a Delaware corporation (the “Company”), and Daniel J. Levangie (the “Executive”), dated as of May 20, 2007.

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RETENTION AND SEVERANCE AGREEMENT
Retention and Severance Agreement • May 21st, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

WHEREAS, pursuant to that certain Agreement and Plan of Merger by and among the Company, Nor’easter Corp. and Cytyc Corporation (“Cytyc”) dated as of May 20, 2007 (the “Merger Agreement”), the stockholders of Cytyc will receive over 50% of the outstanding shares of the Company upon the Closing Date (as such term is defined in the Merger Agreement);

AGREEMENT AND PLAN OF MERGER BY AND AMONG HOLOGIC, INC. NOR’EASTER CORP. AND CYTYC CORPORATION Dated: May 20, 2007
Agreement and Plan of Merger • May 21st, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this “Agreement”) dated as of May 20, 2007, by and among Cytyc Corporation, a Delaware corporation (“Cyclone”), Hologic, Inc., a Delaware corporation (“Hurricane”), and Nor’easter Corp., a Delaware corporation and a wholly owned subsidiary of Hurricane (“MergerSub”).

HOLOGIC LETTERHEAD]
Hologic Inc • May 21st, 2007 • X-ray apparatus & tubes & related irradiation apparatus
HOLOGIC LETTERHEAD]
Hologic Inc • May 21st, 2007 • X-ray apparatus & tubes & related irradiation apparatus

Reference is made to the transactions contemplated by that certain Agreement and Plan of Merger by and among Hologic, Inc. (the “Company”), Nor’easter Corp. and Cytyc Corporation (“Cytyc”) dated as of May 20, 2007 (the “Merger Agreement”). Reference is also made to that certain Amended and Restated Change of Control Agreement, dated October 30, 2006 (the “Change of Control Agreement”) between the Company and you.

HOLOGIC LETTERHEAD]
Hologic Inc • May 21st, 2007 • X-ray apparatus & tubes & related irradiation apparatus
HOLOGIC LETTERHEAD]
Hologic Inc • May 21st, 2007 • X-ray apparatus & tubes & related irradiation apparatus

Reference is made to the transactions contemplated by that certain Agreement and Plan of Merger by and among Hologic, Inc. (the “Company”), Nor’easter Corp. and Cytyc Corporation (“Cytyc”) dated as of May 20, 2007 (the “Merger Agreement”). Reference is also made to that certain Amended and Restated Change of Control Agreement, dated October 30, 2006 (the “Change of Control Agreement”) between the Company and you.

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