March 4, 1999
Dear Stockholder of Hologic, Inc.:
At the Annual Meeting of Stockholders on February 23,1999, the
vote to approve the 1999 Equity Incentive Plan (the "Plan") was
adjourned to Tuesday, March 9, 1999.
In an effort to address the various concerns raised by
stockholders regarding the Plan, the board of directors has
voted to amend the Plan. A copy of the Amended and Restated
1999 Equity Incentive Plan (the "Amended Plan") is attached.
The Amended Plan will replace, and will become effective
immediately following approval of, the proposed 1999 Equity
Incentive Plan.
The Amended Plan eliminates all awards other than stock options
and eliminates all awards of options at a price less than fair
market value at the time of the award. As a result, we have
deleted Performance Shares, Restricted Stock, Stock
Appreciation Rights and Stock Awards from the Amended Plan. We
have also eliminated the discretion of the board of directors
to issue options to outside directors other than as expressly
provided under the automatic grant program set forth in Section
7 of the Amended Plan. Finally, the Plan has been revised to
eliminate the eligibility of consultants and advisors to
receive any options under the Plan.
Attached to this letter is a copy of the Secretary's
Certificate and Resolution by the Board of Directors of Hologic
effecting these modifications.
We appreciate your input and continuing support of the Company.
Very truly yours,
HOLOGIC, INC.
By: /s/ Glenn P. Muir
------------------------
Glenn P. Muir, Vice President, Finance
<PAGE>
HOLOGIC, INC.
AMENDED AND RESTATED
1999 EQUITY INCENTIVE PLAN
Section 1. Purpose
The purpose of the Hologic, Inc. Amended and Restated 1999
Equity Incentive Plan (the "Plan") is to attract and retain
employees and directors, to provide an incentive for them to
assist Hologic, Inc. (the "Corporation") to achieve long-range
performance goals, and to enable them to participate in the
long-term growth of the Corporation.
Section 2. Definitions
(a) "Affiliate" means any business entity in which the
Corporation owns directly or indirectly 50% or more of the
total combined voting power or has a significant financial
interest as determined by the Committee.
(b) "Annual Meeting" means the annual meeting of shareholders
or special meeting in lieu of annual meeting of shareholders at
which one or more directors are elected.
(c) "Award" means any Option awarded under the Plan.
(d) "Board" means the Board of Directors of the Corporation.
(e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Committee" means the Compensation Committee of the Board,
or such other committee of not less than two members of the
Board appointed by the Board to administer the Plan, provided
that the members of such Committee must be Non-Employee
Directors as defined in Rule 16b-3(b) promulgated under the
Securities Exchange Act of 1934, as amended.
(g) "Common Stock" or "Stock" means the Common Stock, par
value $.01 per share, of the Corporation.
(h) "Corporation" means Hologic, Inc.
(i) "Designated Beneficiary" means the beneficiary designated
by a Participant, in a manner determined by the Board, to
receive amounts due or exercise rights of the Participant in
the event of the Participant's death. In the absence of an
effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.
(j) "Eligible Director" means each director of the Corporation
who is not then an employee of the Corporation or affiliated
with any holder of more than 5% of the outstanding voting stock
of the Corporation.
<PAGE>
(k) "Fair Market Value" means, with respect to Common Stock,
the last sale price of the Common Stock as reported on the
National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or on a national securities exchange on which
the Common Stock may be traded on the date of the granting of
the Award, or if such date is not a business day, the first
business day preceding such grant. If the Common Stock is not
publicly traded, the fair market value shall mean the fair
market value of the Common Stock as determined by the Board of
Directors.
(l) "Incentive Stock Option" means an option to purchase
shares of Common Stock, awarded to a Participant under Section
6, which is intended to meet the requirements of Section 422 of
the Code or any successor provision.
(m) "Nonqualified Stock Option" means an option to purchase
shares of Common Stock, awarded to a Participant under Section
6 or Section 7, which is not intended to be an Incentive Stock
Option.
(n) "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.
(o) "Participant" means a person selected by the Board to
receive an Award under the Plan.
Section 3. Administration
The Plan shall be administered by the Board, or if the
Board so determines, by the Committee. The Committee shall
serve at the pleasure of the Board, which may from time to
time, and in its sole discretion, discharge any member, appoint
additional new members in substitution for those previously
appointed and/or fill vacancies however caused. A majority of
the Committee shall constitute a quorum and the acts of a
majority of the members present at any meeting at which a
quorum is present shall be deemed the action of the Committee.
The Board, including the Committee, shall have authority to
adopt, alter and repeal such administrative rules, guidelines
and practices governing the operation of the Plan as it shall
from time to time consider advisable, and to interpret the
provisions of the Plan. The Board's decisions shall be final
and binding. To the extent permitted by applicable law, the
Board may delegate to the Committee the power to make Awards to
Participants and all determinations under the Plan with respect
thereto. Administration of the automatic option grant
provisions of the Plan shall be self-executing in accordance
with the provisions of Section 7 hereof, and neither the Board
nor the Committee shall exercise any discretionary functions
with respect to the Option grants made pursuant to those
provisions of the Plan, except in the event that the Board
approves the grant of Awards in addition to, or in substitution
for, those provided for in Section 7.
<PAGE>
Section 4. Eligibility
All employees and, in the case of Awards other than
Incentive Stock Options, directors of the Corporation or any
Affiliate capable of contributing significantly to the
successful performance of the Corporation, other than a person
who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan.
Section 5. Stock Available for Awards
(a) Subject to adjustment under subsection (b), the maximum
aggregate number of shares of Common Stock available for
issuance under the Plan is 300,000 shares, plus an annual
increase to be made on the first day of each fiscal year equal
to the lesser of (a) 2 1/2% of the Issued Shares (as defined
below) on the last day of the immediately preceding fiscal
year, (b) 500,000 shares, or (c) an amount determined by the
Board. "Issued Shares" shall mean the number of shares of
Common Stock of the Company outstanding on the last day of the
immediately preceding fiscal year, plus any shares reacquired
by the Company during the fiscal year that ends on such date.
If any Award in respect of shares of Common Stock expires or is
terminated unexercised or is forfeited for any reason or
settled in a manner that results in fewer shares outstanding
than were initially awarded, including without limitation the
surrender of shares in payment for the Award or any tax
obligation thereon, the shares subject to such Award or so
surrendered, as the case may be, to the extent of such
expiration, termination, forfeiture or decrease, shall again be
available for award under the Plan, subject, however, in the
case of Incentive Stock Options, to any limitation required
under the Code. Common Stock issued through the assumption or
substitution of outstanding grants from an acquired corporation
shall not reduce the shares available for Awards under the
Plan. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.
(b) In the event that the Board determines that any stock
dividend, extraordinary cash dividend, creation of a class of
equity securities, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of
shares, warrants or rights offering to purchase Common Stock at
a price substantially below fair market value, or other similar
transaction affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential
benefits intended to be made available under the Plan, then the
Board, subject, in the case of Incentive Stock Options, to any
limitation required under the Code, shall equitably adjust any
or all of (i) the number and kind of shares in respect of which
Awards may be made under the Plan, (ii) the number and kind of
shares subject to outstanding Awards, (iii) the number and kind
of shares for which automatic option grants are to be made
pursuant to Section 7 hereof, and (iv) the award, exercise or
conversion price with respect to any of the foregoing, and if
considered appropriate, the Board may make provision for a cash
payment with respect to an outstanding Award, provided that the
number of shares subject to any Award shall always be a whole
number.
<PAGE>
Section 6. Stock Options
(a) Subject to the provisions of the Plan, the Board may award
Incentive Stock Options and Nonqualified Stock Options and
determine the number of shares to be covered by each Option,
the option price therefor and the conditions and limitations
applicable to the exercise of the Option. The terms and
conditions of Incentive Stock Options shall be subject to and
comply with Section 422 of the Code, or any successor
provision, and any regulations thereunder.
(b) The Board shall establish the option price at the time
each Option is awarded, which shall not be less than 100% of
the Fair Market Value of the Common Stock on the date of award.
(c) Each Option shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the
applicable Award or thereafter. The Board may impose such
conditions with respect to the exercise of Options, including
conditions relating to applicable federal or state securities
laws, as it considers necessary or advisable.
(d) No shares shall be delivered pursuant to any exercise of
an Option until payment in full of the option price therefor is
received by the Corporation. Such payment may be made in whole
or in part in cash or, to the extent permitted by the Board at
or after the award of the Option, by delivery of a note or
shares of Common Stock owned by the optionholder, provided,
however, that the optionholder must have owned at least such
number of shares for at least six months, valued at their Fair
Market Value on the date of delivery, by the reduction of the
shares of Common Stock that the optionholder would be entitled
to receive upon exercise of the Option provided, however, that
the optionholder must have owned at least the number of shares
by which the Common Stock is being reduced for at least six
months, such shares to be valued at their Fair Market Value on
the date of exercise, less their option price (a so-called
"cashless exercise"), or such other lawful consideration as the
Board may determine. In addition, to the extent permitted by
the Board, an optionholder may engage in a successive exchange
(or series of exchanges) in which the shares of Common Stock
that such optionholder is entitled to receive upon the exercise
of an Option may be simultaneously utilized as payment for the
exercise of an additional Option or Options, provided, however,
that the optionholder must have owned at least the number of
shares to be used as payment for at least six months.
(e) The Board may provide for the automatic award of an Option
upon the delivery of shares to the Corporation in payment of an
Option for up to the number of shares so delivered.
(f) In the case of Incentive Stock Options the following
additional conditions shall apply to the extent required under
Section 422 of the Code for the options to qualify as Incentive
Stock Options:
(i) Such options shall be granted only to employees of the
Corporation, and shall not be granted to any person who owns
stock that possesses more than ten percent of the total
combined voting power of all classes of stock of the
Corporation or of its parent or subsidiary corporation (as
those terms are defined in Section 422(b) of the Internal
Revenue Code of 1986, as amended, and the regulations
promulgated thereunder), unless, at the time of such grant, the
exercise price of such option is at least 110% of the fair
market value of the stock that is subject to such option and
the option shall not be exercisable more than five years after
the date of grant;
<PAGE>
(ii) The option price with respect to Incentive Stock Options
shall not be less than 100% of the Fair Market Value of the
Common Stock on the date of award.
(iii) Such options shall, by their terms, be transferable
by the optionholder only by the laws of descent and
distribution, and shall be exercisable only by such
optionholder during his lifetime.
(iv) Such options shall not be granted more than ten years from
the effective date of the Plan and shall not be exercisable
more than ten years from the date of grant.
(v) To the extent that the aggregate Fair Market Value of
Common Stock with respect to which Incentive Stock Options
(determined without regard to this section) are exercisable for
the first time by any employee Participant during any calendar
year exceeds $100,000 (or such other amount as may be
proscribed by the Code), such Incentive Stock Options shall be
treated as options which are not Incentive Stock Options.
Section 7. Options Granted to Non-Employee Directors
(a) Each Eligible Director shall automatically be granted a
Nonqualified Option to acquire 25,000 shares of Common Stock
effective as of the date he or she is first elected to the
Board or, with respect to Eligible Directors serving on the
Board as of the Effective Date of the Plan, as of the date of
the 1999 Annual Meeting of the Corporation, in each case, the
option price for which shall be the Fair Market Value of the
Common Stock on such date and the expiration of which shall be
the tenth anniversary thereof. Each Nonqualified Option issued
pursuant to this Section 7(a) shall become exercisable in 20%
installments beginning on January 1 of the first year after the
grant date, and on January 1 of each year thereafter, until
such option is fully exercisable on January 1 of the fifth year
following the grant date.
(b) Each Eligible Director who has served as a Director for
six months shall automatically be granted a Nonqualified Option
to acquire 3,000 shares of Common Stock as of January 1 of each
year, beginning with January 1, 2000, the option price for
which shall be the Fair Market Value of the Common Stock on
such date and the expiration of which shall be the tenth
anniversary thereof. Each Nonqualified Option granted pursuant
to this Section 7(b) may be exercised on and after the date
that is six months after the date of grant.
(c) In addition, the Board may provide for such other terms
and conditions of the Options granted pursuant to this Section
7 as it may determine in its sole discretion and as shall be
set forth in the applicable Option agreements, including,
without limitation, acceleration of exercise upon a change of
control, termination of the Options, and the effect on such
Options of the death, retirement or other termination of
service as a director of the option holder. Notwithstanding
anything to the contrary in this Plan, nothing herein shall
permit the Board to grant Awards to such non-employee directors
in addition to those provided for in this Section 7.
Section 8. General Provisions Applicable to Awards
(a) Documentation. Each Award under the Plan shall be
evidenced by a written document delivered to the Participant
specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions
of the Plan as the Board considers necessary or advisable to
achieve the purposes of the Plan or comply with applicable tax
and regulatory laws and accounting principles.
(b) Securities Laws. The Participant shall make such
representations and furnish such information as may, in the
opinion of counsel for the Corporation, be appropriate to
permit the Corporation to issue or transfer the Stock in
compliance with the provisions of applicable federal or state
securities laws. The Corporation, in its discretion, may
postpone the issuance and delivery of any Stock until
completion of such registration or other qualification of such
shares under any federal or state laws, or stock exchange
listing as the Corporation may consider appropriate. The
Corporation may require that prior to the issuance or transfer
of Stock, the Participant enter into a written agreement to
comply with any restrictions on subsequent disposition that the
Corporation deems necessary or advisable under any applicable
federal and state securities laws. Certificates of Stock
issued hereunder may be legended to reflect such restrictions.
(c) Board Discretion. Each type of Award may be made alone,
in addition to or in relation to any other type of Award. The
terms of each type of Award need not be identical, and the
Board need not treat Participants uniformly. Except as
otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Board
at the time of award or at any time thereafter. Without
limiting the foregoing, an Award may be made by the Board, in
its discretion, to any 401(k), savings, pension, profit sharing
or other similar plan of the Corporation in lieu of or in
addition to any cash or other property contributed or to be
contributed to such plan.
(d) Settlement. The Board shall determine whether Awards are
settled in whole or in part in cash, Common Stock, other
securities of the Corporation, Awards, other property or such
other methods as the Board may deem appropriate. The Board may
permit a Participant to defer all or any portion of a payment
under the Plan, including the crediting of interest on deferred
amounts denominated in cash and dividend equivalents on amounts
denominated in Common Stock. If shares of Common Stock are to
be used in payment pursuant to an Award and such shares were
acquired upon the exercise of a stock option (whether or not
granted under this Plan), such shares must have been held by
the Participant for at least six months.
<PAGE>
(e) Dividends and Cash Awards. In the discretion of the
Board, any Award under the Plan may provide the Participant
with (i) dividends or dividend equivalents payable currently or
deferred with or without interest, and (ii) cash payments in
lieu of or in addition to an Award.
(f) Termination of Employment. The Board shall determine the
effect on an Award of the disability, death, retirement or
other termination of employment of a Participant and the extent
to which, and the period during which, the Participant's legal
representative, guardian or Designated Beneficiary may receive
payment of an Award or exercise rights thereunder. The Board
shall have complete discretion, exercisable either at the time
the Award is made or at any time while the Award remains
outstanding, to accelerate the vesting of any Award or any part
of any Award remaining unvested upon the termination of
employment of a Participant or to extend the period of time for
which an Option is to remain exercisable following the
termination of employment of a Participant, provided, however,
that in no event shall such Option be exercisable after the
specified expiration date of such Option.
(g) Change in Control. In order to preserve a Participant's
rights under an Award in the event of a Change in Control of
the Corporation, the Board in its discretion may, at the time
an Award is made or at any time thereafter, take one or more of
the following actions: (i) provide for the acceleration of any
time period relating to the exercise or realization of the
Award, (ii) provide for the purchase of the Award for an amount
of cash or other property that could have been received upon
the exercise or realization of the Award had the Award been
currently exercisable or payable, (iii) adjust the terms of the
Award in a manner determined by the Board to reflect the Change
in Control, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity, or (v) make such other
provision as the Board may consider equitable and in the best
interests of the Corporation, provided that, in the case of an
action taken with respect to an outstanding Award, the
Participant's consent to such action shall be required unless
the Board determines that the action, taking into account any
related action, would not materially and adversely affect the
Participant. Unless otherwise provided in any Award, for
purposes hereof a "Change in Control" of the Corporation shall
mean: (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of beneficial ownership (within the meaning of Rule 13d-
3 promulgated under the Exchange Act) of 20% or more of the
then outstanding shares of common stock of the Corporation (the
"Outstanding Corporation Common Stock"); provided, however,
that any acquisition by the Corporation or its subsidiaries, or
any employee benefit plan (or related trust) of the Corporation
or its subsidiaries of 20% or more of Outstanding Corporation
Common Stock shall not constitute a Change in Control; and
provided, further, that any acquisition by a corporation with
respect to which, following such acquisition, more than 50% of
the then outstanding shares of common stock of such
corporation, is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding
Corporation Common Stock immediately prior to such acquisition
in substantially the same proportion as their ownership,
immediately prior to such acquisition, of the Outstanding
Corporation Common Stock, shall not constitute a Change in
Control; or (ii) any transaction which results in the
Continuing Directors (as defined in the Certificate of
Incorporation of the Corporation) constituting less than a
majority of the Board; or (iii) consummation by the Corporation
of (i) a reorganization, merger or consolidation, in each case,
with respect to which all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Corporation Common Stock immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of the then outstanding
shares of common stock of the corporation resulting from such a
reorganization, merger or consolidation or (ii) the sale or
other disposition of all or substantially all of the assets of
the Corporation, excluding a sale or other disposition of
assets to a subsidiary of the Corporation.
(h) Withholding. The Corporation shall have the power and the
right to deduct or withhold, or require a Participant to remit
to the Corporation an amount sufficient to satisfy federal,
state and local taxes (including the Participant's FICA
obligation) required to be withheld with respect to an Award or
any dividends or other distributions payable with respect
thereto. In the Board's discretion, such tax obligations may be
paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation,
valued at their Fair Market Value on the date of delivery,
provided, however, that the optionholder must have owned at
least such number of shares for at least six months. The
Corporation and its Affiliates may, to the extent permitted by
law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant.
(i) Amendment of Award. The Board may amend, modify or
terminate any outstanding Award, including substituting
therefor another Award of the same or a different type,
changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonqualified Stock Option, provided
that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into
account any related action, would not materially and adversely
affect the Participant.
(j) Awards Not Transferable. Except as otherwise provided by
the Board, Awards under the Plan are not transferable other
than as designated by the participant by will or by the laws of
descent and distribution.
Section 9. Miscellaneous
(a) No Right To Employment. No person shall have any claim or
right to be granted an Award, and the grant of an Award shall
not be construed as giving a Participant the right to continued
employment. The Corporation expressly reserves the right at
any time to dismiss a Participant free from any liability or
claim under the Plan, except as expressly provided in the
applicable Award.
(b) No Rights As Shareholder. Subject to the provisions of
the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a shareholder with respect to any
shares of Common Stock to be distributed under the Plan until
he or she becomes the holder thereof. A Participant to whom
Common Stock is awarded shall be considered the holder of the
Stock at the time of the Award except as otherwise provided in
the applicable Award.
<PAGE>
(c) Effective Date. Subject to the approval of the
shareholders of the Corporation, the Plan shall be effective on
March 9, 1999 (the "Effective Date"). Prior to such approval,
Awards may be made under the Plan expressly subject to such
approval. Awards under the Plan may be made for a period of ten
years commencing on the Effective Date. The period during
which an Award may be exercise may extend beyond that time as
provided herein.
(d) Amendment of Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, provided
that no amendment shall be made without shareholder approval if
such approval is necessary to comply with any applicable
requirement of the laws of the jurisdiction of incorporation of
the Corporation, any applicable tax requirement, any applicable
rules or regulation of the Securities and Exchange Commission,
including Rule 16(b)-3 (or any successor rule thereunder), or
the rules and regulations of The Nasdaq Stock Market or any
other exchange or stock market over which the Corporation's
securities are listed.
(e) Governing Law. The provisions of the Plan shall be
governed by and interpreted in accordance with the laws of the
jurisdiction of incorporation of the Corporation.
Indemnity. Neither the Board nor the Committee, nor any
members of either, nor any employees of the Corporation or any
parent, subsidiary, or other affiliate, shall be liable for any
act, omission, interpretation, construction or determination
made in good faith in connection with their responsibilities
with respect to this Plan, and the Corporation hereby agrees to
indemnify the members of the Board, the members of the
Committee, and the employees of the Corporation and its parent
or subsidiaries in respect of any claim, loss, damage, or
expense (including reasonable counsel fees) arising from any
such act, omission, interpretation, construction or
determination to the full extent permitted by law.
<PAGE>
HOLOGIC, INC.
SECRETARY'S CERTIFICATE
I, Philip J. Flink, do hereby certify, on behalf of
Hologic, Inc., a Delaware corporation (the "Company"), as
follows:
1. I am the duly qualified and acting Secretary of the
Company.
2. Attached hereto, marked as Exhibit A, is a correct and
complete copy of the resolution, with attached Hologic, Inc.
Amended and Restated 1999 Equity Incentive Plan, adopted by
written consent of the Board of Directors of the Company on
March 3, 1999. The resolution as specified is presently in
full force and effect and has not been revoked or rescinded as
of the date hereof.
On behalf of the Company I declare that the foregoing is
true and correct and that this Certificate was executed on
March 3, 1999.
HOLOGIC, INC.
By: /s/ Philip J. Flink
-------------------------
Philip J. Flink, Assistant Secretary
<PAGE>
HOLOGIC, INC.
WRITTEN CONSENT IN LIEU OF
SPECIAL MEETING OF THE BOARD OF DIRECTORS
The undersigned, being all of the Directors of Hologic,
Inc., a Delaware corporation (the "Corporation"), pursuant to
the provisions of Section 141(f) of the General Corporation Law
of the State of Delaware, do hereby unanimously consent to the
adoption of the following vote with the same force and effect
as if duly adopted at a special meeting of the Board of
Directors called for the purpose:
VOTED: To amend and restate the Hologic, Inc. 1999 Equity
Incentive Plan (the "Plan") immediately following the
approval of the Plan by the stockholders of the
Corporation and to adopt the Hologic, Inc. Amended
and Restated 1999 Equity Incentive Plan in the form
attached hereto.
Dated: March 3, 1999
/s/ S. David Ellenbogen
-----------------------
S. David Ellenbogen
/s/ Jay A. Stein
-----------------------
Jay A. Stein
/s/ Steve L. Nakashige
------------------------
Steve L. Nakashige
/s/ Irwin Jacobs
--------------------------
Irwin Jacobs
/s/ Elaine Ullian
---------------------------
Elaine Ullian
/s/ Gerald Segel
----------------------------
Gerald Segel
/s/ William Peck
----------------------------
Dr. William Peck
<PAGE>
