CYTYC CORPORATION

 

Nominating and Corporate Governance Committee Charter

 

Effective March 24, 2004

 

A.

 

PURPOSE AND SCOPE

 

The primary function of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Cytyc Corporation (the “Corporation”) is to:

 

1.

 

Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and recommend director candidates (a) for the Board’s selection for presentation to the stockholder for their approval at the annual meeting of stockholders and (b) for the Board’s approval to fill any vacancies on the Board, whether created by expansion, resignation, retirement or for any other reason;

 

2.

 

Consider and make recommendations to the Board concerning the size and composition of the Board, consider from time to time the Board committee structure and makeup, and recommend to the Board retirement policies and procedures affecting Board members;

 

3.

 

Review and approve executive level organizational changes, including those recommended by management; and

 

4.

 

Review, evaluate and recommend governance policies and practices to the Board.

 

B.

 

COMPOSITION

 

The Committee shall be comprised of a minimum of three directors who shall meet the independence and composition requirements under any rules or regulations of The Nasdaq Stock Market, Inc. (“Nasdaq”) and the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), and shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

 

C.

 

ELECTION

 

The members of the Committee shall be elected by the Board and shall serve until their successors shall have been duly elected and qualified, or until the earlier of their resignation, removal or death. The Chair of the Committee shall be nominated by the Committee and elected by the Board. The Chair of the Committee is responsible for leadership of the Committee, including determining the frequency of its meetings, preparing the agenda, presiding over the meetings, making Committee assignments, and reporting for the Committee to the Board at its next regularly scheduled meeting following a Committee meeting.

 

D.

 

INDEPENDENT ADVICE

 

The Committee may seek accounting, legal, recruitment or other expert advice from a source independent of management.

 

The Committee has the authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms.

 

E.

 

RESPONSIBILITIES AND DUTIES

 

To fulfill its responsibilities and duties the Committee shall:


1.

 

Perform the core functions of considering and recommending to the Board director candidates (a) for the Board’s selection for presentation to the stockholders for their approval at the annual meeting of stockholders and (b) for the Board’s approval to fill any vacancies on the Board, whether created by expansion, resignation, retirement or for any other reason. These responsibilities include working with the full Board to develop criteria and procedures for the identification and recruitment of candidates for Board membership on the basis of recognized achievements, broad knowledge and experience, the ability to bring sound business judgment to the deliberations of the Board and other factors as deemed appropriate, reviewing candidates’ qualifications and any potential conflicts with the Corporation’s interests; assessing the contributions of current directors in connection with their re-nomination; and making recommendations to the Board with respect to these matters.

 

2.

 

Develop a policy with regard to the consideration of director candidates recommended by stockholders and review and revise such policy as the Committee deems appropriate.

 

3.

 

Review the Board’s committee structure, functions and duties and make recommendations to the Board regarding the same. The Committee will recommend to the Board for its approval, directors to serve as members and the chair of each committee. The Committee will review and recommend to the Board committee composition periodically and will recommend additional committee members to fill vacancies as needed.

 

4.

 

Recommend to the Board retirement policies and other procedures affecting Board members.

 

5.

 

Evaluate and approve the recommendation of management for (a) the creation of vice presidential level roles (“Officers”); (b) the promotion of existing Officers; (c) the promotion of employees and external candidates to become Officers of the Corporation; and (d) the termination of any Officers.

 

6.

 

Establish, review and modify a succession plan for the Chief Executive Officer and other Officers of the Corporation.

 

7.

 

Review the annual performance of the Chief Executive Officer and other Officers of the Corporation.

 

8.

 

Develop and recommend to the Board for its approval, a set of corporate governance guidelines applicable to the Corporation. The Committee will review the guidelines periodically, for compliance with all applicable laws, rules and regulations and the listing standards of Nasdaq and recommend changes as necessary to the Board.

 

9.

 

Evaluate and approve all securities trading related policies and procedures recommended by management.

 

10.

 

Conduct and present to the Board an annual evaluation of the performance of the Board and its committees as compared to the requirements of their charters. The Committee will recommend and oversee the annual evaluation process of the Board.

 

11.

 

Review and assess the adequacy of this Charter periodically as conditions dictate and update this Charter if and when appropriate.

 

12.

 

Perform such other functions as may be required by applicable laws, rules and regulations and Nasdaq, the Corporation’s Certificate of Incorporation and Bylaws, or by the Board.

 

F.

 

REPORTING

 

The Chair shall report on the Committee’s activities at the Board meetings and periodically update the Board on material developments in the area of corporate governance and annually provide the required information required regarding the Committee’s “nominating” responsibilities to be included in the Corporation’s annual proxy statement in accordance with the applicable rules and regulations.

 

* * * * *

 

Adopted by the Board of Directors on March 24, 2004.