0001104659-08-069711 Sample Contracts

Change in Control & Severance Benefit Agreement
Control Agreement • November 10th, 2008 • 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 29th day of July, 2008 (the “Effective Date”).

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AMERICAN SCIENCE AND ENGINEERING, INC. LTIP Cash Component Agreement
American Science And • November 10th, 2008 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus

American Science and Engineering, Inc. (the “Company”), a Massachusetts corporation, hereby grants, pursuant to the 2009 Long-Term Incentive Plan (the “Plan”) to the person named below LTIP Cash Component (“LTIP Cash Component”) representing the right to receive cash subject to the terms and conditions set forth below and those attached hereto.

Nonstatutory Stock Option Grant Agreement Performance Vested Options
American Science And • November 10th, 2008 • 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. Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 10th, 2008 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus

The undersigned (i) acknowledges that he 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:

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