NOTIFICATION OF STOCK GRANT

EXHIBIT 10.31

NOTIFICATION OF STOCK GRANT

You are hereby notified that on ___ the Board of Directors of Analogic Corporation voted to grant to you Amount Shares Common Stock of the Corporation under the Key Employee Stock Bonus Plan dated October 12, 2000 (the “Plan”), as amended.

In accordance with the terms of this Plan, you are requested to sign the attached Non-Competition Agreement, following which stock certificates representing the shares of this Grant will be executed in your name. These certificates will be held in escrow by the Company until such time as restrictions upon your disposition of these shares shall lapse. The restrictions, as to the first 25% of these shares, shall lapse on ___. For each of the three (3) years then following ___ the restrictions upon disposition of 25% of such shares shall lapse. At the time that the restrictions upon your disposition of shares shall lapse, under present Internal Revenue Regulations, certain federal and state income taxes will be due.

Attached hereto is the Plan Prospectus (with the Plan itself attached as Exhibit A). The Plan sets forth the terms and conditions of this Grant. By signing this document, the recipient agrees to accept the Grant of the above mentioned shares of Analogic Common Stock in accordance with all terms and conditions of the Plan.

Page 2

Please sign each Notification of Stock Grant and the Non-Competition Agreement, keep one copy of the signed Notification of Stock Grant for your files, and return both a signed Notification of Stock Grant and the Non-Competition Agreement to:

NON-COMPETITION AGREEMENT

The undersigned, NAME , an employee of Analogic Corporation, a United States corporation with its p