Certified Equity Professional Institute Certified Equity Professional Institute A Fresh Look: Employee Stock Purchase Plans Emily Cervino, CEP, Certified Equity Professional Institute Dave Peterson, CCP, Hologic, Inc. Matt Roberts, CEP, Fidelity Stock Plan Services

Certified Equity Professional Institute GPS History  CEPI history – Education and certification since 1989 – Research initiative introduced in 2007  Industry feedback reflects broad and basic need – Internal controls – Best practices – Focus on administrative needs  Research – 2007: NQSOs – 2008: Restricted Stock and Restricted Stock Units – 2009: Global Stock Plans – 2010: Performance Awards – 2011: Employee Stock Purchase Plans

Certified Equity Professional Institute : GPS| Employee Stock Purchase Plans  Strategic Issues  Plan Design  General Administration  Plan Enrollment  Contributions to the Plan  The Purchase  Tax Issues  Legal  Employee Communication  Financial Reporting

Certified Equity Professional Institute : GPS| Employee Stock Purchase Plans

Certified Equity Professional Institute Back to Basics – ESPP Considerations  Broad-based, optional plan  Allows regular purchase of shares, usually funded through payroll deductions (after tax)  Possible discounts; employer match  Section 423  Potential favorable tax treatment  Administratively more challenging (DDs and 6039)  Non-Section 423  More flexibility in design; easier accounting; simpler communication  No opportunity for favorable tax treatment

Certified Equity Professional Institute Back to Basics – ESPP Considerations  Guaranteed appreciation – Right combination of offering period, discount and lookback  Cash inflow  Engaged employees  Non-excessive  Low compensation costs  Company tax deduction – Section 423 – upon disqualifying disposition – Non Section 423 – upon purchase

Certified Equity Professional Institute The Hologic Story  Hologic, Inc. (Nasdaq: HOLX) – Leading provider for women’s healthcare products – Headquartered in Bedford, MA and Marlborough, MA – 5,000+ employees; $1.9B revenue; $5.4B mkt cap  3,000+ US  2,000+ in 20 countries  Equity compensation at Hologic – 50% of employees currently possess:  RSUs and NQSO’s - executives level (annual and at-hire grants)  RSUs - below VP (annual grants)

Certified Equity Professional Institute ESPP at Hologic Then and Now Current:  Compensatory Section 423 plan – 5% discount on date of purchase, no lookback – 12% of US population participates (international staff not eligible) NEW:  Compensatory Section 423 plan – 15% discount; 6 month offering periods with lookback – Shareholder approval expected March 6, 2012 – First offering begins July 1, 2012 – International eligibility / participation being evaluated (phased in approach) Why:  Strategic decision to overhaul benefits – Elimination of profit sharing plan – Enhance 401(k) and ESPP; more competitive – Attract and retain employees

Certified Equity Professional Institute Sizing It Up NASPP 2011 Domestic Stock Plan Administration Survey  52% of companies offer ESPP  Why ESPP? – Promote employee stock ownership  Plan features: 423 PlansNon 423 Plans Most Common Discount15%0% and 15 % tied Most Common Offering6 months3 months Lookback62%30% Required Holding20%15% Quick Sale5%4% US participation 50% +25%13%

Certified Equity Professional Institute ESPPs – Expense Efficiency Compare to: Option - $4.88/share (no guarantees) Restricted stock - $10/share

Certified Equity Professional Institute ESPP Design Basics  Longer offerings need to consider – Lookback – Reset – Changes to contributions – Financial reporting expense

Certified Equity Professional Institute Plan Design Understanding Lookback Value to Employees  Lookback adds value only with an appreciating price; no value in flat or depreciating price.  Cost can be managed by offering lookback without reset or contribution changes

Certified Equity Professional Institute Section 423 Requirements  Employees only  Shareholder approval  5% owners excluded  Non-discriminatory  Equal rights and privileges  Option price limitations  Option period limitations  Annual limit  Non transferrable Separate offerings c an include variations in terms among corporate entities – particularly useful for non- US employees.

Certified Equity Professional Institute Purchase Gotchas!  Plan parameters – Read your Plan! – Confirm changes for system/providers  Eligibility – Terminations/withdrawals  Reconciling contributions  Purchase Price  Residual Contribution Amounts  Non-US – Eligible compensation – Exchange rates – Documentation

Certified Equity Professional Institute ESPP Limits  §423 $25,000 limit  Individual share limits – Must specify individual share limits (per person, per offering) – $25K limit not acceptable – Doesn’t have to be “realistic”  Beginning price limit – Protects share reserves in declining market

Certified Equity Professional Institute Understanding the $25,000 Limit  §423 limits the purchase of stock to no more than $25K each CY based on the FMV at the time of grant.  $25K limit increases by $25K for each CY the option is outstanding  If an employee has the right to purchase more than $25K in a CY, the purchase is disqualified and the entire offering may be in jeopardy.

Certified Equity Professional Institute Qualifying vs. Disqualifying What a Difference a Day Makes!  Understand and communicate qualifying vs. disqualifying – Address in employee communications.

Certified Equity Professional Institute Requirements  §6039 requires Form 3922 for the first transfer of legal title of shares of stock purchased under a 423 plan – nonqualified plans are exempt  Depositing shares into individual brokerage accounts or an omnibus account is considered the "first transfer of legal title.” – Post purchase restrictions do not impact  Filed with IRS and sent to the employee or former employee – Substitute form can aggregate transactions – Nonresident aliens (no W-2) exempt  Caution – Acquired companies can assume filing responsibility, but ultimate obligation belongs to acquiring company.

Certified Equity Professional Institute Sector Differences*  Technology companies – More likely to offer large discount than manufacturing or financial – Heavily weighted towards longer offering periods  85% of tech companies have offering periods of more than three months  More than half of financial companies have short offering – More satisfied with their plans  None reported plans were “not worth it”  Nearly half call their ESPP “an excellent investment.” Manufacturing least satisfied with their plans *NCEO/CEPI 2009 ESPP survey

Certified Equity Professional Institute Plan Design and Satisfaction*  Discounts – Higher discount rates = twice as likely to be highly satisfied  Lookbacks – 46% of companies with lookbacks call their plan an “excellent use of corporate resources” – 17% of companies without lookback call their plan an “excellent use of corporate resources”  Offering Length – Longer offering periods = greater satisfaction – No companies with offering periods of 12 months or longer were dissatisfied *NCEO/CEPI 2009 ESPP survey

Certified Equity Professional Institute Big Bang. Small Buck.* ESPPs as a percent of total compensation Count Less than 0.5% 0.5% to 1% Over 1% All companies20255%21%24% Revenue under $100 million3557%26%17% Revenue $100 to $500 million5250%23%27% Revenue $500m to $1 billion2959%14%28% Revenue over $1 billion8357%20%23% Technology7638%25%37% Financial, Insur., RE3974%18%8% Manufacturing3367%6%27% Domestic4665%20%15% International15652%22%26% *NCEO/CEPI 2009 ESPP survey /

Certified Equity Professional Institute Big vs. Small (revenue)*  Large companies (with over $1 billion in revenue ) – Less likely to have Section 423 plans – Less likely to have a lookback feature – Less likely to have an additional limit – Offering period  Less likely to have a 6 month period  More likely to have a 3 month period  No differences – Changes made to plans in past 12 months – Changes expected in next 12 months – Run rates similar *NCEO/CEPI 2009 ESPP survey

Certified Equity Professional Institute Big vs. Small (U.S. work force)* U.S. Employees 1,000 or Fewer 5,000 or More % with lookback 75%45% % with 3- or 1-month offering periods 15%45% % with ESPP cost under 0.5% of compensation cost 47%63% % with hourly participation over 30% 42%16% % with managers participation over 30% 62%44% *NCEO/CEPI 2009 ESPP survey /

Certified Equity Professional Institute Parting Thoughts and Questions  ESPPs are a cost effective way to share equity on a broad basis.  ESPPs deliver many of the “positive” attributes of other forms of equity*: Employee satisfaction with stock plans was the same for ESPP-only participants as for participants with RS/options - ~55% with high satisfaction Engagement - ESPP-only are only slightly less aware of the current stock price RS/options participants 86% vs. 92% ESPP-only respondents are more likely to check after each purchase period - 74% vs. 66% Just as likely to want future employers to offer a stock plan (~85%) Motivation - 50% of ESPP-only "work harder" vs. 61% of RS/options. * Fidelity Stock Plan Services Participant Research, 2011

Certified Equity Professional Institute Contact Information Emily Cervino, CEP Dave Peterson, CCP Matt Roberts, CEP

Certified Equity Professional Institute Appendix: Understanding Employee Taxation

Certified Equity Professional Institute Appendix: Understanding Employer Taxation

Certified Equity Professional Institute Appendix: 3922 Requirements  Filed with IRS and sent to the employee or former employee – Substitute form can aggregate transactions – Nonresident aliens (no W-2) exempt

Certified Equity Professional Institute Certified Equity Professional Institute The information in this presentation is of a general nature and has been simplified for presentation to a large audience. It is not a complete discussion of all aspects the laws, rules, regulations, standards, and principles that govern equity compensation plans. The contents are neither designed nor intended to be relied upon, and should not be considered, as legal, tax or accounting advice. Your specific situation may involve circumstances that cause the laws, rules, regulations, standards and principles described herein to apply differently. You should consult your own advisors before deciding what, if any, course of action to take in your own particular situation.