0001104659-14-079002 Sample Contracts

American Science & Engineering, Inc. Non-Employee Director Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 10th, 2014 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

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 2014 Equity and Incentive Plan (as amended from time to time, the “Plan”) as a non-employee Director of the Company, subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows:

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FIFTH AMENDMENT TO LEASE
Lease • November 10th, 2014 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

This FIFTH AMENDMENT TO LEASE (this “Amendment”) is made as of the 15th day of September, 2014 (the “Effective Date”) by and between DIRECT INVEST - 829 MIDDLESEX, LLC; DIRECT INVEST- 829 MIDDLESEX I, LLC; DIRECT INVEST- 829 MIDDLESEX 2, LLC; DIRECT INVEST- 829 MIDDLESEX 3, LLC; DIRECT INVEST- 829 MIDDLESEX 4, LLC; DIRECT INVEST- 829 MIDDLESEX 5, LLC; DIRECT INVEST- 829 MIDDLESEX 6, LLC; DIRECT INVEST- 829 MIDDLESEX 7, LLC; DIRECT INVEST- 829 MIDDLESEX 8, LLC; DIRECT INVEST- 829 MIDDLESEX 9, LLC; DIRECT INVEST- 829 MIDDLESEX 10, LLC; DIRECT INVEST- 829 MIDDLESEX II, LLC; DIRECT INVEST- 829 MIDDLESEX 12, LLC; DIRECT INVEST- 829 MIDDLESEX 13, LLC; DIRECT INVEST- 829 MIDDLESEX 14, LLC; DIRECT INVEST- 829 MIDDLESEX 15, LLC; DIRECT INVEST- 829 MIDDLESEX 16, LLC; DIRECT INVEST- 829 MIDDLESEX 17, LLC; and DIRECT INVEST- 829 MIDDLESEX 18, LLC as successor in interest to Middlesex Development Limited Partnership (“Landlord”), and AMERICAN SCIENCE AND ENGINEERING, INC., (“Tenant”).

AMERICAN SCIENCE AND ENGINEERING, INC. Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • November 10th, 2014 • 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 restricted stock units (“Restricted Stock Units”) representing the right to receive shares of Common Stock, $0.6666 par value, of the Company (the “Award”) under and subject to the Company’s 2014 Equity and Incentive Plan (the “Plan”) on the terms and conditions set forth below and those attached hereto and in the Plan:

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