CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT (the “ Agreement ”) by and between Analogic Corporation, a Massachusetts corporation (the “
Company ”), and John Millerick (the “ Executive ”), dated December 24, 2008 (the “Agreement Date”).
The Board of Directors of the Company (the “ Board ”) has determined that it is in the best interests of the Company and
its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat, or occurrence of a Change of Control (as defined below). Therefore, to accomplish these objectives, the
Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions
(a) An “ Affiliate ” of, or a Person “ Affiliated ” with, a specified Person, means a Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.
(b) “ Effective Date ” means the first date during the Change of Control Period on which a Change of Control occurs;
provided that the Executive is employed by the Company on that date.
(c) “ Change of Control Period ” means the period beginning on the Agreement Date and ending on the third
anniversary of the Agreement Date. However, beginning on the first anniversary of the Agreement Date, and on each
successive anniversary of the Agreement Date (each of such first and successive anniversaries being referred to herein as
a “ Renewal Date ”), the Change of Control Period will be automatically extended so that it terminates 36 months after the
Renewal Date, unless, at least 60 days prior to that Renewal Date, the Company notifies the Executive that the Change of
Control Period will not be so extended.
(d) “ Company ” means, collectively, the Company and its Subsidiaries except for purposes of Section 2 or where the
context clearly requires otherwise.
(e) “ Person ” has the meaning given to that t