CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS
The purpose of the Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Hologic, Inc., a Delaware corporation (the "Company"), will be to (i) identify, review and evaluate candidates to serve as directors of the Company; (ii) serve as a focal point for communication between such candidates, the Board of Directors and the Company's management; and (iii) make recommendations to the Board of candidates for all directorships to be filled by the shareholders or the Board.
The Committee shall consist of not less than three members of the Board appointed by resolution of the Board and shall serve at the discretion of the Board. All the members of the Committee shall be "independent" within the meaning of the rules of the Nasdaq Stock Market, or such other stock market on which the Company's securities may be listed.
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 operation of the Committee will be subject to the provisions of the Bylaws of the Company, as in effect from time to time, and to Section 141 of the Delaware General Corporation Law. The Committee will have the full power and authority to carry out the following responsibilities:
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 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.
V. AVAILABILITY OF CHARTER
This Charter shall be made available on the Company's website or shall be included as an appendix to the Company's proxy statement in accordance with applicable rules of the Securities and Exchange Commission.