CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee (the "Committee") shall have overall responsibility with respect to designing, approving and evaluating executive compensation for Hologic, Inc. (the "Company").
The Compensation Committee shall consist of at least three directors appointed by resolution of the Board of Directors (the "Board") and shall serve at the discretion of the Board. All directors on the Committee shall satisfy the requirements from time to time in effect of (A) Section 162(m) of the Internal Revenue Code of 1986, as amended, for "outside directors," (B) Section 16 of the Securities Exchange Act of 1934, as amended, for "nonemployee directors," and (C) the requirements of the Nasdaq Stock Market or such other stock market on which the Company's securities may be listed for "independent directors."
The Committee's chairperson shall be designated by the Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the Committee.
The Committee will:
i. the annual base salary level;
ii. bonus and other annual incentives;
iii. options, equity grants and other long-term incentives;
iv. employment agreements, severance arrangements, and change in control provisions/agreements, in each case to the extent applicable; and
v. any other perquisites or supplemental benefits, other than those available generally to salaried employees.
The Committee will hold meetings as and when the Committee deems appropriate. The Committee may meet by telephone or video conference and may take action by written consent. A majority of the members of the Committee shall constitute a quorum.
V. MINUTES AND REPORTS
Minutes of each Committee meeting will be kept and distributed to each member of the Committee, members of the Board who are not members of the Committee and the Secretary of the Company. The Committee will report to the Board whenever so requested by the Board.