Exhibit 10(c)(xv)


 


August 21, 2003


 


 


Mr. Anthony R. Fabiano


4285 Quinwood Lane North


Plymouth, MN 55442


 


Dear Anthony:


 


I am pleased
to offer you the position of President and Chief Executive Officer of American
Science and Engineering, Inc., at a weekly salary of $5,400.00, beginning
Monday, September 8, 2003.  This offer
is contingent upon the satisfactory completion of background and reference
checks.


 


As a full-time
employee, you will be immediately eligible for medical, dental, short-term and
long-term disability, and life insurance benefits.  We have enclosed a schedule of benefits and employee costs.  You are also eligible to accrue 20 days of
vacation per year.


 


After six
months of employment, you will be automatically enrolled in AS&E’s 401(k)
plan with Putnam Investments which also includes a quarterly AS&E stock
match based upon your quarterly contribution level and the company’s
profitability.  Unless you opt out of
the 401(k) program, or unless you specify a different contribution amount,
three percent (3%) of your weekly earnings will be deducted from your pay,
pre-tax, and deferred into the Putnam Income Fund on your behalf.


 


In addition to
your base cash compensation, you will be immediately eligible to participate in
a cash bonus program.  The Board of
Directors has determined that your maximum bonus for FY 2004 will be $240,000,
pro rated for your period of service, assuming at-plan performance on your
part.  “At-plan” performance will be
based upon specific goals that will be established by the Board of Directors at
or near the commencement of your employment with AS&E.


 


You will be
granted an incentive stock option entitling you to purchase up to 75,000 shares
of the company’s common stock subject to the terms and conditions of AS&E’s
Stock Option Plan upon approval of the grant by the Board of Directors at its
next meeting. The vesting will occur in equal increments on each of the first
three anniversaries of the grant date. The strike price for this option will be
at the market close price on the American Stock Exchange on the grant date.


 


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You will be
nominated for election to a seat on the Board of Directors following the annual
meeting on September 25, 2003.


 


The Board will
provide you with an interim performance review in January 2004, after the
results of the third quarter (ending December 31, 2003) are released. This
review will cover the four months from September 2003 through December 2003.


 


The Board will
provide you with an annual performance review and salary review at the
conclusion of FY 2004, after the results of the fourth quarter (ending March
31, 2004) are released.  This review
will cover the seven months from September 2003 through March 2004.  Thereafter, the Board will provide you with
an annual performance review and salary review at the conclusion of each fiscal
year covering the full 12 months of each fiscal year.  Any salary adjustments approved by the Board will take effect on
the first Monday in July.


 


AS&E will
reimburse you for reasonable relocation expenses up to a maximum of
$50,000.  In addition to this, you will
be reimbursed for reasonable travel and living expenses in the period prior to
your relocation, not to exceed fifteen (15) months.


 


If you are
terminated on or before March 31, 2004, you will be entitled to severance of
six (6) months of salary continuation and twelve (12) months of health
insurance continuation.  If you are
terminated after March 31, 2004, you will be entitled to twelve (12) months of
salary continuation and twelve (12) months of health insurance continuation.
AS&E also will provide you with an agreement which protects you in the
event of a change of control.


 


AS&E is an
Equal Opportunity and Affirmative Action Employer.  If you are an Individual with a Disability or a Veteran and would
like us to know about it, you can fill out the enclosed invitation and return
to AS&E or come to the Human Resources Department at any time during your
employment.


 


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If you have
any questions concerning the position or our company policies, please do not
hesitate to call Ted Owens or me at 978-262-8600.


 


 


	
   

  	
  Sincerely yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Roger P. Heinisch

  	
   

  
	
   

  	
   

  
	
   

  	
  Roger P. Heinisch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Enclosures

  
	
   

  
	
   

  
	
  ACCEPTED AND AGREED:

  
	
   

  
	
  /s/ Anthony R. Fabiano

  	
   

  	
  DATE:

  	
  8/25/03

  	
   

  
	
  Anthony R. Fabiano

  
							



 


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