8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 17, 2013

HOLOGIC, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction

of Incorporation)

0-18281	04-2902449
(Commission File Number)	(I.R.S. Employer Identification No.)

35 Crosby Drive, Bedford, MA	01730
(Address of Principal Executive Offices)	(Zip Code)

(781) 999-7300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The information provided in Item 5.02 is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On July 18, 2013, Hologic, Inc. (Hologic or the Company) issued a press release including, among other announcements, preliminary estimates of its financial results for the third quarter ended June 29, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Robert A. Cascella. On July 17, 2013, Robert A. Cascella advised the Company that he intended to resign his positions as President, Chief Executive Officer, and a member of the board of directors (the “Board”) of the Company, and as applicable, his positions as a director or officer of each of the Company’s direct and indirect subsidiaries, with such resignations to be effective July 18, 2013. Mr. Cascella will continue to serve as an advisor to the Company through November 30, 2013 (the “Retirement Date”) as a full-time, non-executive employee to assist in the transition to the Company’s new President and Chief Executive Officer.

(c) Appointment of John W. Cumming. On July 17, 2013, the Board approved the appointment of John W. Cumming as President and Chief Executive Officer of the Company, effective July 18, 2013.

Biographical and Other Information. Mr. Cumming, age 68, joined the Company in 2000 as the Senior Vice President and President of Lorad. In 2001, Mr. Cumming was promoted to Chief Executive Officer and appointed to the Board. Mr. Cumming served as Chief Executive Officer through 2009, and also served as President from 2001 until 2003 and Chairman of the Board from 2002 until 2007 and again from 2008 through 2011. From 2009 through 2011, Mr. Cumming served as Chairman and an executive officer focused on international and strategic development. Most recently, Mr. Cumming served as Global Strategic Advisor, a position he has held since 2011. Before joining Hologic, Mr. Cumming served as President and Managing Director of Health Care Markets Group, a strategic advisory and investment banking firm that he founded in 1984.

There are no arrangements or understandings between Mr. Cumming and any other person pursuant to which Mr. Cumming was appointed as an officer of the Company. There are no family relationships between Mr. Cumming and any director or executive officer of the Company.

Employment Letter. In connection with Mr. Cumming’s appointment as President and Chief Executive Officer, Mr. Cumming and the Company entered into an employment letter dated July 18, 2013 (the “Employment Letter”). Pursuant to the Employment Letter, Mr. Cumming’s base salary is increased to $927,000, effective immediately. For the remainder of the current fiscal year and for the entire 2014 fiscal year, Mr. Cumming will be eligible to participate in the Company’s Short-Term Incentive Plan (the “STIP”) with an annual bonus target of 120% of base salary (any bonus for the current fiscal year will be apportioned pro-rata between the new bonus target and salary and the bonus target and salary applicable to Mr. Cumming in his previous role), subject to and in accordance with the terms of the STIP.

Under the Employment Letter the Company has agreed to issue to Mr. Cumming equity awards with an aggregate fair value of approximately $3,750,000, of which approximately 25% in value will consist of restricted stock units (the “Hiring RSUs”) and 75% in value will consist of an option to purchase the Company’s common stock (the “Hiring Options”). The Hiring RSUs will have a four-year annual vesting schedule, and the Hiring Options will have a five-year annual vesting schedule and a seven-year term consistent with the Company’s standard award agreements; provided that the Hiring RSUs and the Hiring Options will fully vest, and the Hiring Options will remain exercisable for their then remaining term, if Mr. Cumming is terminated by the Company without cause or dies or becomes disabled. The Company further agrees that if Mr. Cumming is terminated by the Company without cause, his then existing restricted stock units and stock options issued prior to July 18, 2013 will become fully vested and exercisable in accordance with their terms. As of July 18, 2013, Mr. Cumming had unvested restricted stock units covering 25,310 shares of the Company’s common stock and unvested stock options to purchase 362,407 shares of the Company’s common stock with an average exercise price of $15.69 per share.

In addition, (a) if Mr. Cumming is terminated by the Company without cause prior to July 18, 2014, he will be entitled to continued payment of his base salary of $927,000 through July 18, 2014, and (b) if Mr. Cumming is terminated by the Company without cause prior to the end of fiscal 2014, he will be entitled to an annual bonus for the full 2014 fiscal year subject to and in accordance with the terms of the fiscal 2014 STIP. Upon termination of Mr. Cumming by the Company without cause, he will also be entitled to a lump sum cash payment equal to six months of his base salary and payment of COBRA continuation premiums for one (1) year, consistent with the benefits to which Mr. Cumming would have otherwise been entitled under his Transition Agreement with the Company, dated November 5, 2009 and amended as of July 28, 2011 (the “Cumming Transition Agreement”). The Employment Letter supersedes and replaces in its entirety the Cumming Transition Agreement.

Certain Transactions with Related Persons. Pamela M. Cumming, the wife of Mr. Cumming who joined the Company in 2001 and has over 30 years of experience in the healthcare industry with a focus on mammography, is the Vice President, Corporate Marketing of the Company. Ms. Cumming’s base salary for the Company’s 2013 fiscal year is $230,625 and she participates in other benefit plans of the Company that are provided to other similarly situated Vice Presidents. In November 2012, Ms. Cumming received a grant of restricted stock units covering 5,035 shares of the Company’s common stock, and an option to purchase 14,025 shares of the Company’s common stock at an exercise price of $19.86 per share. The restricted stock units and the stock option are evidenced by the Company’s standard form of restricted stock unit agreement and stock option agreement, respectively. In November 2012, Ms. Cumming also received a bonus award of $40,000 pursuant to the Company’s Synergy Bonus Plan, a bonus under the Company’s fiscal 2012 STIP of $82,000, and a Nonqualified Deferred Compensation Plan (“DCP”) contribution by the Company of $30,000, all in accordance with the terms of the applicable plans.

Where to Find Certain Information. The STIP, the Synergy Bonus Plan, the DCP, and the Company’s standard forms of restricted stock unit and stock option agreement are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2013 for the Company’s 2013 annual meeting of stockholders, and the STIP and Synergy Bonus Plan are further described in the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2012.

The above description of the Employment Letter does not purport to be complete and it is qualified in its entirety by reference to the Employment Letter itself, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein in its entirety by reference.

(e) Robert A. Cascella Transition Agreement. In connection with Mr. Cascella’s resignation, Mr. Cascella and the Company entered into a Transition and Separation Agreement and General Release of All Claims (the “Transition Agreement”), dated July 18, 2013. Mr. Cascella will have until July 25, 2013 to revoke the Transition Agreement.

Under the terms of the Transition Agreement and until the Retirement Date, (i) Mr. Cascella will continue to receive his base salary of $927,000, (ii) Mr. Cascella will continue to participate in the Company’s STIP

for the 2013 fiscal year subject to and in accordance with its terms, (iii) Mr. Cascella’s outstanding stock option, restricted stock unit, and market stock unit awards will remain outstanding and continue to vest subject to and in accordance with their respective terms, and (iv) Mr. Cascella will be entitled to continue to participate in any and all retirement, medical, dental, life insurance and other employee benefit plans in which he participated as of the date of the Transition Agreement. Following the Retirement Date, Mr. Cascella will be entitled to receive (a) a lump sum cash payment, payable on the first business day following the six-month anniversary of the Retirement Date, equal to (x) $927,000 (corresponding to one (1) year’s base salary) and (y) an amount equal to the average of the annual bonuses paid or payable during the last three (3) fiscal years ended prior to the Retirement Date, and (b) one (1) year of COBRA continuation premiums for his continued medical coverage. These severance benefits correspond to the benefits Mr. Cascella would have otherwise been entitled to under his Retention and Severance Agreement with the Company, dated May 3, 2006 (the “Severance Agreement”). The Transition Agreement supersedes and replaces in its entirety the Severance Agreement.

The Transition Agreement also subjects Mr. Cascella to comprehensive restrictive covenants. The restrictions include a two-year non-competition and non-solicitation provision and a two-year standstill provision. In addition, Mr. Cascella has an obligation to protect confidential information and promptly return Company property.

The above description of the Transition Agreement does not purport to be complete and it is qualified in its entirety by reference to the Transition Agreement itself, a copy of which is attached to this report as Exhibit 10.2 and is incorporated herein in its entirety by reference.

Item 7.01 Regulation FD Disclosure.

On July 18, 2013, the Company issued a press release announcing the appointment of Mr. Cumming and the changes to Mr. Cascella’s role. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description
10.1	Employment Letter by and between John W. Cumming and Hologic, Inc., dated July 18, 2013.
10.2	Transition and Separation Agreement and General Release of All Claims by and between Robert A. Cascella and Hologic, Inc., dated July 18, 2013.
99.1	Press Release issued by Hologic, Inc. on July 18, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 19, 2013	HOLOGIC, INC.
	By:	/s/ Glenn P. Muir
		Glenn P. Muir
		Executive Vice President, Finance and Administration, and Chief Financial Officer

EX-10.1

Exhibit 10.1

July 18, 2013

John W. Cumming

Sudbury, MA 01776

Jack:

On behalf of the Board of Directors of Hologic, Inc. (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer (“CEO”) of the Company, effective as of July 18, 2013 (the “Effective Date”). In that position, you will be an at-will employee reporting to and be subject to the oversight of the Board of Directors and the Chairman of the Board. This letter summarizes the terms and conditions of your employment, subject to your agreement and acceptance below.

Commencing upon your appointment, your base salary will be $927,000 annually with an annual bonus target in FY 2013 of 120% of your base salary determined in accordance with the Company’s Short-Term Incentive Plan. The calculation of your FY 2013 bonus will be apportioned pro-rata based upon your time of service as CEO and your time of service prior to your appointment as CEO. The bonus for the period prior to your service as CEO will be based on a target of 50% of your base salary during that period. In FY 2014 you will be eligible to earn an annual bonus equal to 120% of your base salary, subject to the terms of the Company’s FY 2014 Short-Term Incentive Plan to be approved by the Compensation Committee of the Board. If you are terminated without cause prior to July 18, 2014, then you will be entitled to continued payment of your base salary through July 18, 2014. If you are terminated without cause prior to the end of FY 2014, you will be paid your full FY 2014 bonus based on the Company’s achievement of the targets set forth in the FY 2014 Short-Term Incentive Plan at such time as bonuses are paid to other executive officers of the Company.

Subject to final approval of the Compensation Committee of the Board of the grant, following the close of business two days after the Company releases its third quarter earnings (the call is currently scheduled for August 5, 2013), you will be issued equity awards with a fair value on the grant date equal to approximately $3.75 million (the “New Equity Awards”). The New Equity Awards will be allocated approximately 75% to an option to purchase the Company’s common stock and approximately 25% to shares of Restricted Stock Units, with each subject to the terms and conditions of the governing award agreement and the Company’s equity incentive plan. The option will have an exercise price equal to the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of issuance, a 7-year term, and vest ratably on each anniversary of the issuance date for 5 years. The Restricted Stock Unit will vest ratably on each anniversary of the issuance date for 4 years. If you are terminated by the Company as CEO without cause, die or are disabled, then all of your then outstanding, unvested New Equity Awards will fully vest and you shall have the full remaining term of the option to exercise the option. Subject to the foregoing, the New Equity Awards will be subject to the Company’s standard form of agreements. In addition to the foregoing, in the event you are terminated by the Company as CEO without cause, any then unvested equity awards granted to

you prior to the date hereof will become fully vested on the date of termination and all such options will be exercisable in accordance with the terms thereof. You understand that no further grant of equity to you for FY 2014 is contemplated at this time.

Consistent with the terms of your Transition Agreement (as defined below), if your employment is terminated by the Company without cause at any time, then you are entitled to a lump sum cash payment equal to six months of your base salary and payment of COBRA continuation premiums for twelve months following termination of employment. Your entitlement to the severance provided herein is subject to your execution of a general release of claims against the Company and its officers and directors. In the event that your termination date occurs in one calendar year and the applicable release consideration period (including the payment date) expires during the following calendar year, then notwithstanding anything herein to the contrary, the payment of severance hereunder will be paid by the Company to you in the second calendar year. You agree that the Company may, in its sole discretion, modify or otherwise delay the timing of payment of severance and benefits hereunder to the extent necessary to comply with Section 409A of the Internal Revenue Code.

Your Transition Agreement with the Company, dated November 5, 2009, as amended as of July 28, 2011 (the “Transition Agreement”), is hereby superseded and replaced in its entirety; provided, however, that the Non-Competition and Proprietary Information Agreement, executed on November 5, 2009, remains in full force and effect and the benefits provided under this letter are in further consideration for your obligations thereunder. The Company acknowledges that it has entered into an Indemnification Agreement with you, dated March 4, 2009, and that such Indemnification Agreement should remain in full force and effect. This letter agreement and the agreements contemplated hereby represent the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements, whether written or oral.

If the terms and conditions provided for herein are acceptable to you, please sign below and return to me.

Agreed and Accepted	HOLOGIC, INC.
/s/ John W. Cumming	/s/ David LaVance
John W. Cumming	Chairman of the Board of Directors
	David LaVance

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EX-10.2

Exhibit 10.2

TRANSITION AND SEPARATION AGREEMENT

AND GENERAL RELEASE OF ALL CLAIMS

AGREEMENT entered into as of this 18th day of July, 2013 by and between Hologic, Inc., a Delaware corporation with its principal place of business at 35 Crosby Drive, Bedford, Massachusetts 01730 (the “Company”), and Robert A. Cascella, an individual having his principal residence in Charlestown, Massachusetts (the “Executive”).

WHEREAS, the Executive currently serves as a member of the Board of Directors (the “Board”), the President, and the Chief Executive Officer of the Company;

WHEREAS, the Executive and the Company previously entered into a Retention and Severance Agreement, dated May 3, 2006 (the “Severance Agreement”); and

WHEREAS, subject to the terms and conditions set forth herein, the Company desires to retain the Executive as a full-time non-executive employee to assist in the orderly transition of his role, duties and responsibilities as President and Chief Executive Officer, effective as of July 18, 2013 (the “Transition Date”), to the Executive’s successor, and the Executive desires to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1. Resignation. Effective on the Transition Date, the Executive will resign his position as President, Chief Executive Officer and a member of the Board of the Company as well as all other positions that the Executive may hold as an officer and/or director of the Company or any of its subsidiaries or affiliates, by executing the letter of resignation attached as Exhibit A hereto.

2. Transition Period.

(a) Title. Upon the Transition Date, the Executive shall be employed by the Company solely as a full-time non-executive employee through November 30, 2013 (the “Resignation Date,” and the time between the Transition Date and the Resignation Date the “Transition Period”), subject to the terms and conditions of this Agreement.

(b) Duties. During the Transition Period and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his full business time and best efforts to the business and affairs of the Company in order to facilitate the transfer of duties to the Company’s new President and Chief Executive Officer. During the Transition Period, the Executive shall report directly to the Chairman of the Board and the President and Chief Executive Officer. The Executive further agrees to comply with the Company’s policies and procedures as they may be applicable to him (including without limitation, as an employee) as such policies and procedures may be modified from time to time. During the Transition Period, the Executive may work from home or another location of his choosing; provided, however, that the Executive and the Company acknowledge and agree that the Executive will

only be provided use of the Company’s offices to the extent reasonably necessary for purposes of the Executive’s duties hereunder or as otherwise made available by the Company. The Company will provide reasonable administrative support to the Executive.

(c) Compensation. During the Transition Period: (i) the Executive shall be entitled to continue to receive base salary at a rate equal to his current base salary $927,000, payable in accordance with the Company’s regular payroll practices; (ii) the Executive shall continue to participate in the Company’s Short-Term Incentive Plan for fiscal year 2013 (the “FY 2013 STIP”) in accordance with the terms thereunder with payment, if any, to be made at such time as bonuses are paid under the FY 2013 STIP (it being understood that the Executive shall not participate in the fiscal year 2014 Short-Term Incentive Plan); (iii) the Executive’s outstanding stock option, restricted stock unit and market stock unit awards will remain outstanding and will continue to vest in accordance with and subject to the terms and conditions set forth in the applicable equity incentive plans and award agreements; and (iv) the Executive shall be entitled to participate in any and all retirement (both qualified and non-qualified), medical, dental, life insurance and other employee benefit plans in which he currently participates, all to the extent the Executive remains eligible under the terms of such plans and subject to the terms and conditions of such plans as may be in effect from time to time, including (without limitation) the Company’s car allowance program.

(d) Termination. The Executive’s employment during the Transition Period may be terminated (i) by the Company for material breach by the Executive of the Company’s written policies and this Agreement, including the Non-Competition and Proprietary Information Agreement attached as Exhibit B hereto, but only after (x) the Executive has actually received written notification detailing such material breach and (y) the Executive has been given a 10 business day period to cure such material breach, if curable (and if substantially cured within such 10 business day period, then Executive’s employment shall not be terminated), or (ii) by reason of the Executive’s death. In the case of any termination of the Executive’s employment prior to the Resignation Date, the Executive’s entitlement to the compensation and benefits provided in Section 2(c) shall immediately cease and the Executive’s entitlement to full, partial or pro-rated compensation and other benefits under the Company’s benefit plans and arrangements, if any, shall be determined under the policies and benefit plans of the Company. For the avoidance of doubt, if Executive’s employment terminates for any reason during the Transition Period, then Executive still will be entitled to the Separation Benefits set forth in Section 3 below.

(e) Final Resignation. The Executive and the Company agree that on the Resignation Date the Executive’s employment as a full-time non-executive employee shall terminate and the Transition Period shall end. On the Resignation Date, the Executive will receive his final paycheck with accrued and unpaid pay through that date as well as accrued and unpaid vacation time.

3. Separation Benefits. As a consequence of the termination of the Executive’s employment with the Company on or after the Transition Date, and in accordance with the Severance Agreement and in full discharge of the Company’s obligations thereunder, the Company shall pay to the Executive or his heirs or estate, if applicable, subject to the Executive executing this Agreement within the applicable time period and not revoking it, a lump sum cash

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payment on the first business day following the six-month anniversary of the Resignation Date, equal to (x) $927,000 and (y) an amount equal to the average of the annual bonuses paid or payable during the last three (3) fiscal years ended prior to the Resignation Date. The Company will pay the Executive’s COBRA continuation premiums for twelve months following the Resignation Date.

4. Non-Competition Agreement. In consideration for the substantial benefits being provided to the Executive hereunder, the Executive agrees to execute the Non-Competition and Proprietary Information Agreement attached hereto as Exhibit B and executed of even date herewith.

5. Executive Release. In consideration for the substantial benefits being provided to the Executive hereunder, the Executive, for himself, his agents, legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the “Releasing Parties”), hereby releases and discharges, to the extent permitted by law, the Company and its present and past subsidiaries and affiliates, its and their respective successors and assigns, and the present and past shareholders, officers, directors, employees, agents and representatives of each of the foregoing (collectively, the “Company Releasees”), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever, whether known or unknown, from the beginning of the world to the date the Executive signs this Agreement, but otherwise including, without limitation, any claims arising out of or relating to the Executive’s employment with and termination of employment from the Company, for wrongful discharge, for breach of contract, for discrimination or retaliation under any federal, state or local fair employment practices laws, including, Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, for defamation or other torts, for wages, bonuses, incentive compensation, unvested stock, unvested stock options, vacation pay or any other compensation or benefit and any claims under any tort or contract (express or implied) theory, and any of the claims, matters and issues which could have been asserted by the Releasing Parties against the Company Releasees in any legal, administrative or other proceeding in any jurisdiction. Notwithstanding the above, nothing in this release is intended to release or waive the Executive’s right to COBRA, unemployment insurance benefits, any other vested retirement benefits or vested equity awards, the right to seek enforcement of this Agreement or any rights referenced in the Indemnification Agreement, executed by and between the Executive and the Company (the “Indemnification Agreement”) or the Change of Control Agreement, dated November 11, 2011 (the “Change of Control Agreement”), all of which are expressly excepted from the scope of this release.

6. Survival. It is understood and agreed that, with the exception of (i) obligations set forth or confirmed in this Agreement, (ii) obligations of the Executive under the Non-Competition and Proprietary Information Agreement, and (iii) any of the Executive’s rights to indemnification as provided in the Company’s certificate of incorporation and bylaws (it being acknowledged and agreed by the Executive that, as of the date of this Agreement, there are no amounts owed to the Executive pursuant to any such indemnification rights), or the Indemnification Agreement, all of which shall remain fully binding and in full effect subsequent to the execution of this Agreement, the release set forth in Section 5 is intended and shall be deemed to be a full and complete release of any and all claims that the Executive or the

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Releasing Parties may or might have against the Company Releasees, or that the Company may have against the Releasing Parties, arising out of any occurrence on or before the Transition Date and this Agreement is intended to cover and does cover any and all future damages not now known to the Executive or which may later develop or be discovered, including all causes of action arising out of or in connection with any occurrence on or before the Transition Date.

7. Exceptions. This Agreement does not (i) prohibit or restrict the Executive from communicating, providing relevant information to or otherwise cooperating with the Equal Employment Opportunity Commission (the “EEOC”) or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts, or (ii) preclude Executive from benefiting from classwide injunctive relief awarded in any fair employment practices case brought by any governmental agency, provided such relief does not result in Executive’s receipt of any monetary benefit or substantial equivalent thereof.

8. ADEA Release. By signing and returning this Agreement, the Executive acknowledges that he:

(a) has carefully read and fully understands the terms of this Agreement;

(b) is entering into this Agreement voluntarily and knowing that he is releasing claims that he has or believes he may have against the Company Releasees; and

(c) has obtained the advice of counsel with respect to the negotiation and execution of this Agreement.

9. ADEA Revocation. Executive acknowledges that he has been given the opportunity to consider this Agreement for twenty-one (21) days before signing it. For a period of seven (7) days from the date Executive signs this Agreement, Executive has the right to revoke this Agreement by written notice pursuant to Section 13(c). This Agreement shall not become effective or enforceable until the expiration of the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period.

10. Other Severance Benefits. The severance pay and benefits provided for in Section 3 shall be in lieu of any other severance or termination pay to which the Executive may be entitled under any Company severance or termination plan, program, practice (whether written or unwritten) or agreement. Except as otherwise provided herein, the Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the terms and conditions of the Company’s employee benefit plans (other than severance or termination plans, programs, practices or agreements) and other applicable programs, policies and practices then in effect. For the avoidance of doubt, nothing herein shall alter, change or otherwise affect Executive’s rights under the Change of Control Agreement during the Transition Period, including (without limitation) the right to accelerate vesting thereunder.

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11. Successors: Binding Agreement.

(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, and its successors and assigns, and the Company shall require any successors and assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

(b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representative.

12. Tax Treatment; Tax Withholding. The Company and the Executive hereby acknowledge and agree that the compensation provided for in Section 2 and the severance pay provided for in Section 3 shall be treated and reported by the Company and the Executive as additional compensation for services rendered and as ordinary income. The Executive also acknowledges and agrees that the Company may withhold from any compensation or other benefits to which the Executive is entitled hereunder such amounts as may be required to satisfy all federal, state and local withholding and employment tax obligations.

13. General Provisions.

(a) Non-Disparagement. Executive agrees not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Company, its affiliates, or any of their respective officers, directors, managers or employees which may tend to impugn or injure their reputation, goodwill and relationships with their past, present and future customers, employees, vendors, investors and with the business community generally. The Company agrees that its executive officers and directors shall be directed not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Executive. Nothing in this Section 13(a) is intended to prohibit, limit or prevent the Executive or the Company’s officers or directors from providing truthful testimony in a court of law, to a regulatory or law enforcement agency or pursuant to a properly issued subpoena, and such testimony will not be deemed to be a violation of this Section 13(a).

(b) No Special Employment Rights. No provision of this Agreement shall grant or confer upon, or shall be construed to grant or confer upon, the Executive any right with respect to the continuation of his employment by the Company or to otherwise affect in any respect the terms and conditions of such employment except to the extent expressly provided hereunder.

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(c) Notices. Any and all notices or other communications required or permitted to be given in connection with this Agreement shall be in writing (or in the form of a facsimile or electronic transmission) addressed as provided below and shall be (i) delivered by hand, (ii) transmitted by facsimile or electronic mail with receipt confirmed, (iii) delivered by overnight courier service with confirmed receipt or (iv) mailed by first class U.S. mail, postage prepaid and registered or certified, return receipt requested:

If to the Company to:

Hologic, Inc.

35 Crosby Drive

Bedford, MA 07130

Attn: General Counsel

Facsimile Number: (781) 280-0674

E-Mail Address: mark.casey@hologic.com

with a copy to:

James L. Hauser, Esq.

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

Facsimile Number: (617) 289-0506

E-Mail Address: jhauser@brownrudnick.com

If to the Executive, to:

Robert A. Cascella

Charlestown, MA 02129

with a copy to:

Steven D. Weatherhead

Bello Black & Welsh LLP

125 Summer Street, Suite 1200

Boston, Massachusetts 02110

Tel: 617-247-0670

Fax: 617-247-4125

sweatherhead@belloblack.com

and in any case at such other address as the addressee shall have specified by written notice. Any notice or other communication given in accordance with this Section 13 shall be deemed delivered and effective upon receipt, except those notices and other communications sent by mail, which shall be deemed delivered and effective three (3) business days following deposit with the United States Postal Service. All periods of notice shall be measured from the date of delivery thereof.

(d) Entire Agreement; Amendment. The recitals hereto are hereby incorporated herein by this reference. This Agreement, together with the exhibits hereto, constitute the entire agreement between the parties hereto with regard to the subject matter hereof and thereof, superseding all prior understandings and agreements, whether written or oral; provided, however, that the Change of Control Agreement shall terminate effective as of the Resignation Date,

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provided that the Company has not entered into a definitive agreement to effect a Change of Control (as such term is defined in the Change of Control Agreement) prior to the Resignation Date and further provided that the Indemnification Agreement and any outstanding vested equity award agreements (including, without limitation, any outstanding vested option agreement, restricted stock unit agreement, market stock unit agreement or other equity instrument by and between the Company and the Executive) shall remain in full force and effect in accordance with the terms and conditions herein and therein. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any such change is sought.

(e) 409A Compliance. Notwithstanding any other provision herein to the contrary, the Company shall make the payments required hereunder in compliance with the requirements of Section 409A of the Code and any interpretative guidance issued thereunder. The Company may, in its sole and absolute discretion, delay payments hereunder or make such other modifications with respect to the timing of payments as it deems necessary to comply with Section 409A of the Code. To the extent that the Executive’s Resignation Date occurs in one calendar year and the period for considering the release expires during the following calendar year, then notwithstanding anything herein to the contrary, the payment of the benefits provided under Section 3 will be paid by the Company to the Executive in the second calendar year.

(f) Interpretation. The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

(g) Effect of Headings. The titles of section headings herein contained have been provided solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement.

(h) Severability. The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

(i) Governing Law/Jurisdiction. This Agreement shall be binding upon the Executive and shall inure to the benefit of the Company and its successors and interest and assigns, and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of laws. The parties hereto intend and hereby confer jurisdiction to enforce the covenants contained herein upon the state and federal courts sitting in the Commonwealth of Massachusetts. In the event that such courts shall hold any such covenant wholly unenforceable by reason of the breadth of scope or otherwise, it

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is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other states within the geographical scope of such other covenants having appropriate personal and subject matter jurisdiction over the parties, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

(j) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a binding contract as of the date first above written.

HOLOGIC, INC.
By:	/s/ David R. LaVance, Jr.
	Name:	David R. LaVance, Jr.
	Title:	Chairman of the Board of Directors
EXECUTIVE
/s/ Robert A. Cascella
Robert A. Cascella

EXHIBIT A

Letter of Resignation

July 17, 2013

Hologic, Inc.

c/o Mark Casey

35 Crosby Drive

Bedford, MA 07130

To the Board of Directors of Hologic, Inc. (the “Company”):

I, Robert A. Cascella, hereby resign from the Board of Directors, any and all committees on which I may serve, and any and all positions held by me as an Officer of all direct or indirect subsidiaries of the Company (if I serve on such Board of Directors and in such an Officer capacity). My resignation shall be effective on July 18, 2013.

Sincerely,

/s/ Robert A. Cascella

Robert A. Cascella

EXHIBIT B

NON-COMPETITION AND PROPRIETARY INFORMATION AGREEMENT

THIS AGREEMENT (the “Agreement”), is made and entered into as of July 18, 2013, by and between Hologic, Inc., a Delaware corporation (the “Company”), and Robert A. Cascella (the “Executive”).

Recitals

WHEREAS, the Company and the Executive have entered into a Transition and Separation Agreement and General Release of all Claims of even date herewith (the “Transition Agreement”); and

WHEREAS, it is a condition of the execution of the Transition Agreement that this Agreement be entered into and be incorporated by reference in the Transition Agreement as Exhibit B thereto; and

WHEREAS, the Executive will receive substantial economic payments and benefits as a result of the Transition Agreement and his continuing employment with the Company; and

WHEREAS, in his capacity as President and Chief Executive Officer and a member of the Board of Directors of the Company, the Executive has had and will continue to have as a full-time non-executive employee access to the Company’s business activities, goodwill, business plans, personnel, financial status and other confidential and proprietary information including, but not limited to, existing and potential customers, customer information, target market areas, potential and future products, methods, techniques and other information of and about the Company, all of which are of great value to the Company and which are not generally known and are confidential; and

WHEREAS, terms not defined herein shall have the meaning ascribed to them in the Transition Agreement.

Agreement

NOW, THEREFORE, in consideration of the above referenced premises and the mutual covenants and promises therein and herein contained and the substantial benefits provided under the Transition Agreement, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, it is hereby agreed by and between the parties as follows:

1. Term. This Agreement shall commence upon the Transition Date. Nothing herein shall relieve the Executive for liability for any breaches of the Employee Intellectual Property Rights and Non-Competition Agreement, dated May 3, 2006 (the “IP Agreement”) that occurred prior to and including the date of this Agreement.

2. Unique Position of Trust.

(a) Executive acknowledges that the services he has heretofore rendered and will continue to render to the Company are of a special and unusual character, with a unique value to the Company. Executive also acknowledges that he has held and will continue to hold a position of trust in which he has had and will continue to have broad access to all of the Company’s most sensitive Confidential Information (as defined below).

(b) For purposes of this Agreement, “Company” shall mean Hologic, Inc. and, any other business entity that is either controlled by, controls, or is under common control with Hologic, Inc.

(c) For purposes of this Agreement, “Confidential Information” means all non-public information of and about the Company, including without limitation, business activities, business plans, legal affairs, personnel, existing and potential customers, customer information, contracts and agreements with customers, contracts and agreements with suppliers, target market areas, product designs and plans, potential and future products, business methods and techniques, financial status, financial projections and forecasts, regulatory matters, pending and proposed acquisitions, financings and joint ventures, intellectual property, trade secrets, proprietary technology, research and development data, computer networks and systems, software programs and code, databases, manufacturing processes and specifications, know-how, operational and hiring matters, personnel policies, market studies and forecasts, competitive analyses, marketing programs, and sales and pricing information, regardless of the form in which such information is stored. “Confidential Information” shall also include any Confidential Information of any client, investor, corporate partner, or joint venturer of the Company, or any other third party that the Company is required by agreement to keep confidential. “Confidential Information” shall not, however, include information that the Executive can demonstrate (a) has become publicly known through no act of the Executive, (b) has been rightfully received by the Executive from a third party not subject to any confidentiality agreement concerning such information or (c) has been independently developed by the Executive without use of or reliance on Confidential Information or any violation of his obligations under this Agreement. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.

3. Protection of Company Confidential Information.

(a) The Executive shall not, while an employee of the Company, or following termination of his employment, directly or indirectly, use, disclose or permit to be known, other than (i) as is reasonably required in the regular course of his duties on behalf of the Company, including disclosures to the Company’s advisors and consultants, (ii) as required by law (in which case the Executive shall give the Company prior written notice of such required disclosure) or (iii) with the prior written consent of the Company’s Board of Directors or Chief Executive Officer, to any person, firm or corporation any Confidential Information.

(b) The Executive shall not remove from the Company’s premises, or make any copies of, Confidential Information, except as necessary to perform or use in the course of legitimate Company business. The Executive agrees to return to the Company all Confidential

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Information and Company property, including all copies of it, in his possession or under his control, (i) at any time upon the request of the Company, and (ii) without such a request at the termination of his employment by the Company. Upon the Company’s request, the Executive will furnish a written statement that he has returned all Confidential Information and property.

4. Non-Competition and Non-Solicitation.

(a) In view of the unique value to the Company of the services of the Executive, because of the Confidential Information of the Company entrusted to or obtained by the Executive, and as a material inducement to the Company to enter into the Transition Agreement, pursuant to which the Executive will receive significant benefits, the Executive covenants and agrees that he shall not, for two (2) years from the Resignation Date (the “Restricted Period”), directly or indirectly, whether as an owner, partner, executive, director, consultant, contractor, advisor, agent, employee, guarantor, surety or otherwise, or through any person, consult with or in any way aid or assist any person to engage or attempt to engage in any employment, consulting or other activity which directly or indirectly competes with the current business of the Company or business under development by the Company (the “Restricted Field”). The Executive acknowledges that his participation in the conduct of any such business or activity alone or with any person other than the Company will materially impair the business and prospects of the Company and the goodwill of the Company.

(b) During the Restricted Period, the Executive shall not, directly or indirectly, on behalf of any party or person other than the Company, solicit (or assist or provide information in connection therewith) any then-customer of the Company (including customers where the Company’s products or services are sold through distributors, resellers, licensees and the like) or prospective customer of the Company to provide any product, service, or business that is competitive with or substantially similar to any product, service, or business then offered or planned to be offered by the Company, or to induce such then-customer or prospective customer to reduce or diminish the volume or level of their business with the Company.

(c) During the Restricted Period, the Executive shall not, directly or indirectly, on behalf of any party or person other than the Company, solicit or induce (or assist or provide information in connection therewith) any then-current employee, or person who was an employee or officer of the Company within the previous six-month period, to leave the employ of the Company.

(d) Nothing herein shall preclude the Executive from beneficially owning no more than two percent (2%) of the total outstanding stock of a class of stock registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

5. Standstill. Except for securities acquired pursuant to the exercise of an option to purchase common stock of the Company issued in connection with the Executive’s employment by the Company, neither the Executive nor any affiliates or representatives of the Executive (acting on behalf of or in concert with the Executive, any of the Executive’s affiliates or any of the Executive’s other representatives) will, at any time during the two (2) year period commencing on the Resignation Date (or, at any time during such period, assist, advise, act in concert or agreement or participate with or encourage others to), directly or indirectly: (i) acquire

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or agree, offer, seek or propose to acquire, by purchase, tender offer, exchange offer, agreement or business combination or in any other manner, any ownership, including, but not limited to, beneficial ownership, as defined in Rule 13d-3 under the Exchange Act, of any of the assets, businesses or securities of the Company or any direct or indirect subsidiary thereof, or any rights or options to acquire such ownership (including from any third party); (ii) offer to enter into or propose any merger, business combination, recapitalization, restructuring or other extraordinary transaction with the Company or any direct or indirect subsidiary thereof; (iii) initiate any stockholder proposal or the convening of a stockholder’s meeting of or involving the Company or any direct or indirect subsidiary thereof; (iv) solicit proxies (as such terms are defined in Rule 14a-1 under the Exchange Act), whether or not such solicitation is exempt pursuant to Rule 14a-2 under the Exchange Act, with respect to any matter from, or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the Company or any securities convertible into, exchangeable for or exercisable for (in each case, whether currently or upon the occurrence of any contingency) such capital stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange Act; (v) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the Company or any direct or indirect subsidiary thereof; (vi) enter into any discussions, negotiations, agreements, arrangements or understandings with any person with respect to any matter described in the foregoing clauses (i) through (vi); or (vii) other than as required by law, make any public disclosure, or take any action that could reasonably be expected to require the Executive or the Company to make a public disclosure, with respect to any of the matters set forth in this Section 5.

6. Reasonableness. Executive acknowledges and agrees the foregoing non-competition, non-solicitation and standstill provisions are necessary and reasonable, and that it has been made clear to the Executive that the Executive’s compliance with Sections 3, 4 and 5 of this Agreement is a material condition to the benefits provided to the Executive pursuant to Section 3 of the Transition Agreement. The Executive further acknowledges and agrees that, if the Executive breaches Sections 3, 4 or 5 of this Agreement, the restricted periods set forth therein shall be tolled during the time of such breach.

7. Remedies. In the event of an actual breach by the Executive of the provisions of Sections 3, 4 or 5 of this Agreement, the Company shall be entitled to terminate the Executive’s employment for cause and suspend any payments and provision of benefits that the Executive may be entitled to pursuant to the Transition Agreement or otherwise, including the further exercise of any equity awards, and to entry of an injunction restraining the Executive from such breach without any obligation to post a bond and without proving special damages or irreparable injury and the Executive acknowledges and agrees that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Nothing herein, however, shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach. In the event of any action by the Company to enforce this Agreement, the non-prevailing party shall be responsible for paying the reasonable attorneys’ fees and expenses, including paralegal fees of the prevailing party. If the Executive violates any of the covenants contained in Sections 3, 4 and 5 of this Agreement the terms and the covenants violated shall be automatically extended to a like period of time from the date on which the Executive ceases such violation or from the date of entry by a court of competent jurisdiction of any order or judgment

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enforcing such covenant, whichever period is later. To the extent permitted under applicable law and without limiting the right to terminate payments herein, the Company may suspend any payments or benefits that the Executive may be entitled to pursuant to the Transition Agreement or otherwise for the duration of any period in which the Company reasonably determines that the Executive is in breach hereof. The provisions of Sections 3, 4, 5 and 6 and this Section 7 shall survive the termination of this Agreement.

8. Notices. Any notice or other communication in connection with this Agreement shall be delivered in accordance with the notice provisions of Section 13(c) of the Transition Agreement.

9. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

10. Entire Agreement; Amendment. The recitals hereto are hereby incorporated herein by this reference. This Agreement, together with the Transition Agreement attached hereto, constitute the entire agreement between the parties hereto with regard to the subject matter hereof and thereof, superseding all prior understandings and agreements, whether written or oral; provided, however, that the Change of Control Agreement, dated November 11, 2009 (the “Change of Control Agreement”) shall terminate effective as of the Resignation Date, provided that the Company has not entered into a definitive agreement to effect a Change of Control (as such term is defined in the Change of Control Agreement) prior to the Resignation Date and further provided that the Indemnification Agreement, executed by and between Executive and the Company (the “Indemnification Agreement”) and any outstanding vested equity award agreements (including, without limitation, any outstanding vested option agreement, restricted stock unit agreement, market stock unit agreement or other equity instrument by and between the Company and the Executive) shall remain in full force and effect in accordance with the terms and conditions herein and therein. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any such change is sought.

11. Non-Exclusivity of Rights. Except as otherwise expressly provided herein, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company (except for any severance or termination policies, plans, programs or practices) and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company (except for any severance or termination policies, plans, programs or practices). Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.

12. Interpretation. The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

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13. Effect of Headings. The titles of section headings herein contained have been provided solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement.

14. Severability. The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

15. Governing Law/Jurisdiction. This Agreement shall be binding upon the Executive and shall inure to the benefit of the Company and its successors and interest and assigns, and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of laws. The parties hereto intend and hereby confer jurisdiction to enforce the covenants contained herein upon the state and federal courts sitting in the Commonwealth of Massachusetts. In the event that such courts shall hold any such covenant wholly unenforceable by reason of the breadth of scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other states within the geographical scope of such other covenants having appropriate personal and subject matter jurisdiction over the parties, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

16. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a binding contract as of the date first written above.

HOLOGIC, INC.
By:	/s/ David R. LaVance, Jr.
Name:	David R. LaVance, Jr.
Title:	Chairman of the Board of Directors
ROBERT A. CASCELLA
/s/ Robert A. Cascella
Printed: Robert A. Cascella

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EX-99.1

Exhibit 99.1

Hologic Appoints Jack W. Cumming President and Chief Executive Officer

Robert Cascella Will Remain Advisor to Company Through November 2013

Company Reports Preliminary Revenues and EPS for Third Quarter

In-line with Previously Announced Guidance

BEDFORD, Mass., July 18, 2013 – Hologic, Inc. (Hologic or the Company) (NASDAQ: HOLX), a leading developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products, with an emphasis on serving the healthcare needs of women, announced today Jack W. Cumming has been named President and Chief Executive Officer, effective immediately. Mr. Cumming joined Hologic in 2001 and served as Chief Executive Officer from 2001 to 2009.

Mr. Cumming succeeds Robert A. Cascella, who has stepped down for personal reasons. Mr. Cascella will serve as an advisor to Hologic through the end of November 2013.

David R. LaVance, Jr., Chairman of the Board, said, “We are fortunate to have a proven leader of Jack’s caliber as our new CEO. Jack’s intimate knowledge of the Company, strategic expertise, and proven track record of increasing revenues and creating shareholder value make him uniquely qualified to lead Hologic. As CEO, Jack will undertake a full assessment of our businesses, review the progress of our integration efforts, carefully evaluate our capital allocation strategy and capital return policies, and facilitate greater transparency throughout the Company. The Board is confident Jack will successfully lead our team to enhance performance, drive growth and increase shareholder value.”

Mr. Cumming said, “I am enthusiastic about leading Hologic going forward and have full confidence in the near- and long-term potential of the business. Hologic has an extensive portfolio of innovative, market-leading technologies, passionate and highly talented associates, and great potential. I look forward to working closely with the Board and leadership team to refine the Company’s strategy, enhance performance and position Hologic to capitalize on the many opportunities ahead. I am confident we will continue to maintain our leadership role within the industry by developing cutting edge, state-of-the-art products that address the future needs of our customers and improve the lives of women.”

Mr. LaVance added, “On behalf of the Board and everyone at Hologic, we thank Rob for his committed service and valuable contributions to our Company. Under his leadership, the Company expanded its footprint in the women’s health industry and leveraged its best-in-class technologies to benefit from the high-growth opportunities in the molecular diagnostics market. We wish him well in his future endeavors.”

Mr. Cascella said, “It has been a privilege to be associated with Hologic and its dedicated worldwide team for nearly 11 years. I am very proud of the leading products and services we have delivered. I believe this Company has a great future and is positioned to take advantage of multiple opportunities. I am leaving the Company in excellent hands with a strong team that will continue to succeed and build on the important progress we have made.”

Preliminary Third Quarter Fiscal 2013 Results

The Company also announced today that it expects to report third quarter fiscal 2013 revenues of approximately $626 million and non-GAAP adjusted earnings per share of $0.38. These preliminary results are in-line with the guidance previously provided on May 6, 2013. The Company will report final third quarter fiscal 2013 financial results on August 5, 2013.

The preliminary financial information presented in this press release represents estimates only, as the Company has not completed its financial statements for its third quarter ended June 29, 2013 and its independent auditor has not completed its review thereof. Actual results, therefore, may differ materially from those estimated. At this preliminary stage, the Company does not have the financial data available to estimate its earnings calculated in accordance with Generally Accepted Accounting Principles (GAAP). GAAP EPS may be affected by changes in ongoing assumptions and judgments and may also be affected by nonrecurring, unusual or unanticipated charges, expenses or gains, all of which are excluded in the calculation of non-GAAP adjusted EPS as defined in an addendum to this press release. A GAAP to non-GAAP reconciliation will be provided in Hologic’s third quarter fiscal 2013 operating results announcement on August 5, 2013.

About Jack Cumming

Jack Cumming served as Chief Executive Officer of Hologic from 2001 to 2009 and Chairman from 2002 to 2007 and then again from 2008 to 2011. Mr. Cumming also served as the Company’s President from July 2001 through September 2003. Prior to July 2001, Mr. Cumming held the position of Senior Vice President and President, Lorad. Before joining Hologic, Mr. Cumming served as President and Managing Director of Health Care Markets Group, a strategic advisory and investment banking firm that he founded in 1984.

About Hologic, Inc.

Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems, and surgical products, with an emphasis on serving the healthcare needs of women. The Company operates four core business units focused on breast health, diagnostics, GYN surgical and skeletal health. With a comprehensive suite of technologies and a robust research and development program, Hologic is committed to improving lives. The Company is headquartered in Massachusetts. For more information, visit www.hologic.com.

Forward-Looking Statement Disclaimer

This News Release contains forward-looking information that involves risks and uncertainties, including statements about the Company’s plans, objectives, expectations and intentions. Such statements include, without limitation: the Company’s positioning, resources, capabilities, and expectations for future product development, performance, growth, leadership roles and shareholder value. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

Risks and uncertainties that could adversely affect the Company’s business and prospects, and otherwise cause actual results to differ materially from those anticipated, include without limitation: the ability to successfully manage ongoing organizational changes, including the ability of the Company to successfully attract, motivate and retain key employees; U.S., European and general worldwide economic conditions and related uncertainties; the Company’s reliance on third-party reimbursement policies to support the sales and market acceptance of its products, including the possible adverse impact of government regulation and changes in the availability and amount of reimbursement and uncertainties for new products or product enhancements; uncertainties regarding the recently enacted or future healthcare reform legislation, including associated tax provisions, or budget reduction or other cost containment efforts; changes in guidelines, recommendations and studies published by various organizations that could affect the use of the Company’s products; uncertainties inherent in the development of new products and the enhancement of existing products, including FDA approval and/or clearance and other regulatory

risks, technical risks, cost overruns and delays; the risk that products may contain undetected errors or defects or otherwise not perform as anticipated; risks associated with acquisitions, including without limitation, the Company’s ability to successfully integrate acquired businesses, the risks that the acquired businesses may not operate as effectively and efficiently as expected even if otherwise successfully integrated, the risks that acquisitions may involve unexpected costs or unexpected liabilities, including the risks and challenges associated with the Company’s recent acquisition of Gen-Probe and operations in China; the risks of conducting business internationally, including the effect of exchange rate fluctuations on those operations; manufacturing risks, including the Company’s reliance on a single or limited source of supply for key components, and the need to comply with especially high standards for the manufacture of many of its products; the Company’s ability to predict accurately the demand for its products, and products under development, and to develop strategies to address its markets successfully; the early stage of market development for certain of the Company’s products; the Company’s leverage risks, including the Company’s obligation to meet payment obligations and financial covenants associated with its debt; risks related to the use and protection of intellectual property; expenses, uncertainties and potential liabilities relating to litigation, including, without limitation, commercial, intellectual property, employment and product liability litigation; technical innovations that could render products marketed or under development by the Company obsolete; and competition.

The risks included above are not exhaustive. Other factors that could adversely affect the combined company’s business and prospects are described in the filings made by the Company with the SEC. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

Use of Non-GAAP Financial Measures

Hologic has presented preliminary estimated non-GAAP adjusted EPS as a financial measure in this presentation. Hologic defines its non-GAAP adjusted EPS to exclude: (i) the amortization of intangible assets; (ii) acquisition-related charges and effects, such as charges for contingent consideration (comprised of (a) adjustments for changes in the fair value of the contingent consideration liabilities initially recorded as part of the purchase price of an acquisition as required by GAAP, and (b) contingent consideration that is tied to continuing employment of the former shareholders and employees which is recorded as compensation expense), transaction costs, integration costs including retention, and credits and/or charges associated with the write-up of acquired inventory and fixed assets to fair value; (iii) non-cash interest expense related to amortization of the debt discount for convertible debt securities; (iv) restructuring and divestiture charges; (v) non-cash extinguishment losses and debt transaction costs; (vi) litigation settlement charges (benefits); (vii) other-than-temporary impairment losses on investments; and (viii) other one-time, nonrecurring, unusual or infrequent charges, expenses or gains that may not be indicative of Hologic’s core business results; and to include income taxes related to such adjustments.

Hologic believes the use of non-GAAP EPS is useful to investors as it eliminates certain of the more significant effects of its acquisitions and related activities, non-cash charges resulting from the application of GAAP to convertible debt instruments with cash settlement features, charges related to debt extinguishment losses, investment impairments, litigation settlements, and restructuring and divestiture initiatives. These items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. This non-GAAP measure is also used by Hologic in the management of its businesses internally. When analyzing Hologic’s operating performance, investors should not consider non-GAAP adjusted EPS as a substitute for net income prepared in accordance with GAAP.

Investor Relations and Media Contacts:
Deborah R. Gordon Vice President, Investor Relations (781) 999-7716 deborah.gordon@hologic.com	Al Kildani Senior Director, Investor Relations (858) 410-8653 al.kildani@hologic.com