CYTYC
CORPORATION
2004 OMNIBUS
STOCK PLAN
PERFORMANCE
SHARE AGREEMENT
Cytyc Corporation, a Delaware corporation (the
“Company”), hereby grants (the “Grant”)
performance shares (“Performance Shares”) relating to
shares of its common stock, $.01 par value, (the
“Stock”) to the Grantee named below, subject to the
vesting conditions set forth below and in the attachment.
Additional terms and conditions of the Grant are set forth in this
cover sheet, in the attachment and in the Company’s 2004
Omnibus Stock Plan, as amended (the “Plan”).
Grant Date:
Name of Grantee:
Grantee’s Social Security
Number:
Performance Period:
, 200 through
, 200
Target Award:
Performance Criteria and Payout:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[year]
|
|
[year]
|
|
[year]
|
|
EPS(*)
|
|
Payout
|
|
Shares
|
|
EPS
|
|
Payout
|
|
Shares
|
|
EPS
|
|
Payout
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
%
|
|
|
|
$
|
|
%
|
|
|
|
$
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* EPS means the Earnings Per Share of the
Company, as determined by the Company in accordance with generally
accepted accounting principles, excluding extraordinary items and
one-time charges, and reported on the applicable year-end financial
statements of the Company
By signing
this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of
which is available on request. You agree that in the event of any
inconsistency between this Agreement and the Plan, the Plan will
control.
|
|
|
|
|
|
|
|
Grantee:
|
|
|
|
|
|
(Signature)
|
|
|
|
|
Company:
|
|
|
|
|
|
(Signature)
|
|
|
|
|
Title:
|
|
|
Attachment
This is not a
stock certificate or a negotiable instrument
.
CYTYC CORPORATION
2004 OMNIBUS STOCK
PLAN
PERFORMANCE SHARE
AGREEMENT
|
Performance
Shares/ Nontransferability
|
This Grant is an
award of Performance Shares pursuant to which you may earn the
number of shares of Stock set forth on the preceding cover page
(“Cover Sheet”) based upon the Company’s
performance over the Performance Period, and subject to the vesting
conditions described below. Each Performance Share relates to one
share of Stock. Your Performance Shares may not be transferred,
assigned, pledged or hypothecated, whether by operation of law or
otherwise, nor may your Performance Shares be made subject to
execution, attachment or similar process.
|
|
Earning of
Performance Shares; Vesting
|
The Performance
Shares are earned based upon the Earnings per Share of the Company
over the Performance Period, as determined by the Company in
accordance with generally accepted accounting principles, excluding
extraordinary items and one-time charges, and reported on the
applicable year-end financial statements of the Company.
|
|
|
The highest
aggregate number of shares of Stock that may be earned under this
award is %
of the Target Award.
|
|
|
Performance Shares
earned shall become vested provided that you continue in Service
through the last day of the Performance Period. Except as otherwise
provided, you will forfeit any Performance Shares granted hereunder
if you terminate employment with the Company on or prior to the
last day of the Performance Period.
|
|
|
If your Service
terminates as a result of your death or Disability, a proportion of
the Performance Shares hereunder shall become vested upon the date
of your termination of Service, determined by multiplying the
number of Performance Shares earned at the conclusion of the
Performance Period by a fraction, the numerator of which is the
number of completed months of your Service during the Performance
Period prior to your termination of Service and the denominator of
which is thirty-six (36).
|
|
|
In the event of a
Corporate Transaction prior to the e
|
