CYTYCCORPORATION 2004 OMNIBUS STOCK PLAN INCENTIVE STOCK OPTION AGREEMENTFOR OFFICERS

Grant Date:

,

 200

Name of Optionee:

Number of Shares Covered by Option:

Option Price per Share:

$          .

Optionee:

(Signature)

Company:

(Signature)

Title:

Incentive Stock Option

This option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.  If you cease to be an employee of the Company, its parent, subsidiary or affiliate (“Employee”) but continue to provide Service, this option will be deemed a nonstatutory (“NQ”) stock option  three months after you cease to be an Employee.  In addition, to the extent that all or part of the total value of this option exceeds the $100,000 annual vesting limitation rule of section 422(d) of the Internal Revenue Code, this option or the lesser excess part will be deemed to be a NQ stock option.

Vesting

This option is only exercisable before it expires and then only with respect to the vested portion of the option.  Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested Shares not less than 100 Shares, unless the number of Shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.

This option shall vest ratably on a monthly basis from the Grant Date for a period of four years.  If you have continued to be employed by the Company or any Affiliate on each monthly anniversary from the Grant Date, you may exercise this option for 1/48 of the total number of Shares granted on the Grant Date pursuant to this Agreement, until this option shall be exercisable in full.  The foregoing vesting rights are cumulative.

Except otherwise provided below, no additional Shares will vest after your Service has terminated for any reason.

Fractional Shares

Your option may not be exercised for a fraction of a Share unless such exercise is with respect to the final installment of stock subject to this option and cash in lieu of a fractional share must be paid to permit you to exercise such final installment completely.  Any fractional share with respect to which an installment of this option cannot be exercised because of the limitation contained in the preceding sentence shall remain subject to this option and shall be available for later purchase by you in accordance with the terms hereof.

Term

Notwithstanding any other provision of this Agreement, your option will expire in any event at the close of business at Company

headquarters on the date which is 10 years from the Grant Date, as shown on page 1 of this Agreement.  Your option will expire earlier if your Service terminates, as described below.

Regular Termination

If your Service terminates for any reason, other than death, Disability or Cause, then your option expires at the close of business at Company headquarters three months after your termination date.

Termination for
Cause

If your Service is terminated for Cause, then this option terminates upon your receipt of written notice of such termination and you immediately forfeit all rights to your option and the option immediately expires.

Death

If your Service terminates because of your death, then your option  shall become fully vested and will expire at the close of business at the Company headquarters on the date which is 10 years from the Grant Date, as shown on the cover sheet.  Until the expiration date of your option, your estate or heirs may exercise your option.

Disability

If your Service terminates because of your Disability, then your option shall become fully vested and will expire at the close of business at the Company headquarters on the date which is 10 years from the Grant Date, as shown on the cover sheet.

Leaves of Absence

For purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, or when continued Service crediting is required by applicable law.  However, three months after you have been on leave, you will no longer be treated as an “Employee” for purposes of incentive stock option provisions of Section 422 of the Internal Revenue Code, unless your right to return to active work is guaranteed by law or by a contract.  Your Service terminates in any event when the approved leave ends, unless you return to active employee work.

The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

Notice of Exercise

When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form.  Your notice must specify how many Shares you wish to purchase (in a parcel of at least 100 Shares generally).  Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s

names as joint tenants with right of survivorship).  The notice will be effective when it is received by the Company.

If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

Form of Payment

When you submit your Notice of Exercise, you must include payment of the option price for the Shares you are purchasing.  Payment may be made in one of the following forms:

•                       Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.

•                       Shares which have already been owned by you for more than six months and which are surrendered to the Company.  The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.  (If the Shares so surrendered are subject to restrictions or limitations imposed by an agreement between you and the Company, then an equivalent number of the Shares acquired under your option will be subject to all such restrictions and limitations, in addition to any restrictions or limitations imposed by this Agreement.)

•                       By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (i.e. “cashless exercise”).

Withholding Taxes

You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Shares acquired under this option.  In the event that the Company determines in its sole discretion, that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of Shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate.

Transfer of Option

During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option.  You cannot transfer or assign this option. 

For instance, you may not sell this option or use it as security for a loan.  If you attempt to do any of these things, this option will immediately become void.  You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution.

You must notify the Company in writing immediately after you transfer any Shares acquired by exercising your option, if such transfer occurs on or before the later of (1) the date two years after the date of this Agreement and (2) the date one year after the date you acquired such Shares.  You also must provide the Company with any information concerning any such transfer required by the Company for tax purposes.

Retention Rights

Neither your option nor this Agreement give you the right to be retained by the Company (or any Affiliates) in any capacity.  The Company (and any Affiliates) reserve the right to terminate your Service at any time and for any reason.

Stockholders Rights

You, or your estate or heirs, have no rights as a stockholder of the Company until a certificate for your option’s Shares has been issued (or an appropriate book entry has been made).  No adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is issued (or an appropriate book entry has been made), except as described in the Plan.

Adjustments due to Capital Changes and Corporate Activities

In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this option and the option price per Share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan.  Your option shall be subject to the terms of the Plan and 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 option shall, immediately prior to the consummation of such Acquisition, become fully vested and immediately exercisable by you.

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 that might otherwise refer construction or interpretation

of this Agreement to the substantive law of another jurisdiction.

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 option.  Any prior agreements, commitments or negotiations concerning this option are superseded.

The Committee administers the Plan and its determinations are final, binding and conclusive.

Data Privacy

In order to administer the Plan, the Company may process personal data about you.  Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.

By accepting this option, you give explicit consent to the Company to process any such personal data.  You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

Consent to Electronic
Delivery

The Company may choose to deliver certain statutory materials relating to the Plan in electronic form.  By accepting this option 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 Equity Benefits Analyst at ###-###-#### to request paper copies of these documents.