0001104659-10-033110 Sample Contracts

American Science & Engineering, Inc. Non-Employee Director Restricted Stock Award Agreement
Restricted Stock Award Agreement • June 9th, 2010 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

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 (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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AMERICAN SCIENCE AND ENGINEERING, INC. LTIP Cash Component Agreement
American Science And • June 9th, 2010 • 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 20 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.

AMERICAN SCIENCE AND ENGINEERING, INC. NON-STATUTORY STOCK OPTION AGREEMENT FOR DIRECTORS
American Science And • June 9th, 2010 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus

AGREEMENT made as of the Grant Date (as defined below), by and between AMERICAN SCIENCE AND ENGINEERING, INC., a corporation duly organized under the laws of The Commonwealth of Massachusetts (the “Company”), and the Director (as defined below).

AMERICAN SCIENCE AND ENGINEERING, INC. Nonstatutory Stock Option Grant Agreement Performance Vested Options
Option Grant Agreement • June 9th, 2010 • 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 • June 9th, 2010 • 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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