0001104659-06-040899 Sample Contracts

American Science & Engineering, Inc. Change in Control & Severance Benefit Agreement
Control Agreement • June 9th, 2006 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

This is a SEVERANCE BENEFIT & CHANGE IN CONTROL Agreement (the “Agreement”) entered into between American Science & Engineering, Inc. (the “Company”, which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and Anthony Fabiano, Chief Executive Officer (“Executive”) effective as of the 3rd day of November, 2005 (the “Effective Date”).

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AMERICAN SCIENCE AND ENGINEERING, INC. 2005 Equity and Incentive Plan Nonstatutory Stock Option Grant Agreement Performance Vested Options
American Science & Engineering Inc • June 9th, 2006 • X-ray apparatus & tubes & related irradiation apparatus

American Science and Engineering, Inc. (the “Company”), a Massachusetts corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.66 2/3 par value, of the Company (the “Option”) under and subject to the Company’s 2005 Equity and Incentive Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

American Science & Engineering, Inc. Change in Control & Severance Benefit Agreement
Benefit Agreement • June 9th, 2006 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

This is a SEVERANCE BENEFIT & CHANGE IN CONTROL Agreement (the “Agreement”) entered into between American Science & Engineering, Inc. (the “Company”, which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and ___________ (“Executive”) effective as of the ___ day of _________________ (the “Effective Date”).

AMERICAN SCIENCE AND ENGINEERING, INC. 2005 Equity and Incentive Plan Nonstatutory Stock Option Grant Agreement
Nonstatutory Stock Option Grant Agreement • June 9th, 2006 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus

American Science and Engineering, Inc. (the “Company”), a Massachusetts corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.66 2/3 par value, of the Company (the “Option”) under and subject to the Company’s 2005 Equity and Incentive Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

American Science & Engineering, Inc. 2005 Equity and Incentive Plan Restricted Stock Award Agreement
Restricted Stock Award Agreement • June 9th, 2006 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus

The undersigned (i) acknowledges that [he/she] has received an award (the “Award”) of restricted stock from American Science & Engineering, Inc. (the “Company”) under the 2005 Equity & Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of each of the Plan as in effect on the date hereof and the most recently issued prospectus with respect to the shares issued under the Plan; and (iii) agrees with the Company as follows:

AMERICAN SCIENCE AND ENGINEERING, INC. 2005 Equity and Incentive Plan Incentive Stock Option Grant Agreement
Incentive Stock Option Grant Agreement • June 9th, 2006 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus

American Science and Engineering, Inc. (the “Company”), a Massachusetts corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.66 2/3 par value, of the Company (the “Option”) under and subject to the Company’s 2005 Equity and Incentive Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

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