Exhibit 10.4
FORM OF AMENDMENT TO
CHANGE
OF CONTROL AGREEMENT
This AMENDMENT TO CHANGE OF CONTROL
AGREEMENT (the “Amendment”) is dated as of
, 2008, between Hologic, Inc. (the “Company”), and
(the “Executive”).
WHEREAS, the Executive and the
Company have previously entered into an Amended and Restated Change
of Control Agreement dated as of October 30, 2006, as the same
has been amended to date (the “Agreement”);
and
WHEREAS, in accordance with the
final treasury regulations issued pursuant to Section 409A of
the Internal Revenue Code (the “Final Regulations”),
the parties desire to enter into this Amendment to revise the terms
of the Agreement to provide for a definition of “Good
Reason” that satisfies the “safe harbor”
definition provided for in the Final Regulations with respect to
certain of the payments that may be provided pursuant to the
Agreement;
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and agreements of the parties
contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. This Amendment shall become
effective upon its execution.
2. Section 5(c) of the
Agreement is hereby amended and restated by deleting
Section 5(c) in its entirety and replacing it with the
following:
“(c) Good Reason. The
Executive’s employment
