CYTYC CORPORATION 2004 OMNIBUS STOCK PLAN RESTRICTED STOCK UNIT AGREEMENT

Stock Units/ Nontransferability

This Grant is an award of Stock Units relating to the number of shares of Stock set forth on the preceding cover page (“Cover Sheet”), and is subject to the vesting conditions described below. Each Stock Unit relates to one share of Stock. Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may your Stock Units be made subject to execution, attachment or similar process.

Vesting

The Stock Units vest [to be determined]. The resulting aggregate number of vested Stock Units will be rounded to the nearest whole number, and you cannot vest in more than the number of Stock Units covered by this grant.

Your right to the Stock Units under this Stock Unit grant shall become 100% vested if your Service terminates as a result of your death or Disability.

No additional Stock Units will vest after your Service has terminated for any reason other than for your death or Disability, and any Stock Units that remain unvested will be cancelled upon your termination of Service for any reason other than your death or Disability.

Delivery of Stock Pursuant to Units

The Company shall deliver the shares of Stock represented by your vested Stock Units as soon as practical following the date on which such Stock Units become vested. You will have know further rights with regard to a Stock Unit once the share of Stock associated with the Stock Unit has been delivered to you.

Withholding Taxes

Your right to the shares of Stock subject to the vested Stock Units is contingent upon your satisfaction of any withholding or other taxes that may be due as a result of the delivery of the Stock subject to the vested Stock Units.

In the event that the Company determines that any federal, state, local or foreign tax or withholding payment (a “Withholding Tax Payment”) is required relating to the delivery of Stock subject to your vested Stock Units, the Company shall have the right to require that you pay such Withholding Tax Payment, or, at the Company’s election, withhold the Withholding Tax Payment from other payments due to you from the Company or any Affiliate subject to applicable law (including, but not limited to, withholding the delivery of shares of Stock otherwise deliverable under this Agreement or making deductions from any earned pay).

Explicit Authorization for Withholding Tax Payment

By signing this Agreement below, you explicitly authorize the Company to withhold from any payments or Shares due you the Withholding Tax Payment for remittal to the IRS on your behalf.

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Retention Rights

This Agreement does not give you the right to remain employed by the Company (or any of its Affiliates) in any capacity, and does not constitute an employment contract. The Company (and its Affiliates) reserves the right to terminate your Service at any time and for any reason.

Shareholder Rights

You do not have any of the rights of a shareholder with respect to the Stock Units. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a payment for each Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock (a “dividend equivalent”). This dividend equivalent shall be deemed to be reinvested in additional Stock Units, and shall be subject to the vesting schedule of the associated Stock Unit to which the dividend equivalent relates. Forfeiture of Rights If you violate the terms of your Non-Disclosure Agreement or Non-Compete Agreement or otherwise take actions in competition with the Company, the Company shall have the right to cause a forfeiture of any Stock Units which remain outstanding, and with respect to the shares of Stock delivered to you pursuant to Stock Units which became vested during the period commencing twelve (12) months prior to your termination of Service.

Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly own any interest in, operate, join, control or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or performs any services for, any entity which has operations which compete with any business in which the Company or any of its Affiliates is engaged or has publicly announced its intention to engage in during your employment with the Company or any of its Affiliates and/or at the time of the your termination of employment.

Adjustments due to Capital Changes and Corporate Activities

In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this Grant may be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your Stock Units shall be subject to the Plan and the terms of the agreement of merger, liquidation or reorganization, as the case may be, in the event the Company engages in a reorganization or Corporate Transaction.

Notwithstanding anything in the foregoing, if the Company is to be consolidated with or acquired by another entity in a merger involving the Company and one or more related entities, sale of all or substantially all of the Company’s assets or otherwise (an “Acquisition”), then your Stock Units shall, immediately prior to the consummation of such Acquisition, become fully vested.

Applicable Law

This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle.

The Plan

The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Grant of Stock Units. Any prior agreements, commitments or negotiations concerning this Grant are superseded by this document.

Consent to Electronic Delivery

The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this Grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Company’s Human Resources Department to request paper copies of these documents.