**Exhibit10.2**

 

[Participant’sName]

 

**AmericanScience & Engineering, Inc.**

**2005Equity and Incentive Plan**

 

Restricted StockAward Agreement

 

American Science &Engineering, Inc.

829 MiddlesexTurnpike

Billerica,Massachusetts 01821

 

Ladies andGentlemen:

 

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

 

1.               *Effective Date*.  ThisAgreement shall take effect as of [Effective Date], which is the date of grantof the Award.

 

2.               *Shares Subject to Award*. The Award consists of [# of shares] shares (the “Shares”) of commonstock of the Company (“Stock”).  Theundersigned’s rights to the Shares are subject to the restrictions described inthis Agreement and the Plan (which is incorporated herein by reference with thesame effect as if set forth herein in full) in addition to such otherrestrictions, if any, as may be imposed by law.

 

3.               *Meaning of Certain Terms*. Except as otherwise expressly provided, all terms used herein shall havethe same meaning as in the Plan.  Theterm “vest” as used herein with respect to any Share means the lapsing of therestrictions described herein with respect to such Share.

 

4.               *Nontransferability of Shares*. The Shares acquired by the undersigned pursuant to this Agreement shallnot be sold, transferred, pledged, assigned or otherwise encumbered or disposedof except as provided below and in the Plan.

 

5.               *Forfeiture Risk*. If the undersigned ceases to be employed by the Company and itssubsidiaries for any reason, including death (except as to the prorationprovided for in Paragraph 11 below), any then outstanding and unvested Sharesacquired by the undersigned hereunder shall be automatically and immediatelyforfeited.  The undersigned hereby (i) appointsthe Company as the attorney-in-fact of the undersigned to take such actions asmay be necessary or appropriate to effectuate a transfer of the record ownershipof any such shares that are unvested and forfeited hereunder, (ii) agreesto deliver to the Company, as a precondition to the issuance of any certificateor certificates with respect to unvested Shares hereunder, one or more stockpowers, endorsed in blank, with respect to such Shares, and (iii) agreesto sign such other powers and take such other actions as the Company mayreasonably request to accomplish the transfer or forfeiture of any unvestedShares that are forfeited hereunder.

 

6.               *Retention of Certificates*. Any certificates representing unvested Shares shall be held by theCompany.  If unvested Shares are held inbook entry form, the undersigned agrees that the Company may give stop transferinstructions to the depository to ensure compliance with the provisions hereof.

 

7.               *Vesting of Shares*. The Shares acquired hereunder shall vest upon the achievement ofperformance targets of the Company, as more particularly described herein (“Performance-VestedShares”).  The Performance Goals shall beestablished by the Committee based on one or more of the following objectivecriteria prior to the beginning of such Performance Period or within suchperiod after the beginning of the Performance Period (as defined in the Plan)as shall meet the requirements to be considered “pre-established objectiveperformance goals” for purposes of the regulations issued under Section 162(m) ofthe Code: (i) increases in the price of the Common Stock, (ii) marketshare, (iii) sales, (iv) revenue, (v) return on equity, assets, orcapital, (vi) economic profit (economic value added), (vii) totalshareholder 

 

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return, (viii) costs, (ix) expenses, (x) margins,(xi) earnings (including EBITDA) or earnings per share, (xii) cash flow(including adjusted operating cash flow), (xiii) customer satisfaction, (xiv)operating profit, (xv) net income, (xvi) research and development, (xvii)product releases, (xviii) manufacturing, or (xix) any combination of theforegoing, including without limitation, goals based on any of such measuresrelative to appropriate peer groups or market indices, as more particularlyoutlined on Exhibit A attached to this Agreement. The restrictions onPerformance-Vested Shares shall lapse in accordance with the followingterms:  as soon as practicable followingthe delivery to the Company of its audited financial statements for the fiscalyear, the Compensation Committee shall determine whether the Performance Goalshave been met; restrictions on the Performance-Vested Shares will lapse,pro-rata as each or any of the Performance Goals are met; and if the Companyhas not met any portion of the Performance Goals prior to the end of the fiscalyear ending on or before [Fiscal Year Date], one half (1/2) of the pro-rataportion of the Performance-Vested Shares attributable to such unattained goalsshall immediately vest, and one half (1/2) shall be automatically andimmediately forfeited.

 

Notwithstandingthe foregoing, no shares shall vest on any vesting date specified above unlessthe undersigned is then, and since the date of grant has continuously been,employed by the Company or its subsidiaries. In the event of a Change in Control, the Administrator may require thatany amounts delivered, exchanged or otherwise paid in respect of outstandingand then unvested Shares be placed in escrow or otherwise made subject to suchrestrictions as the Administrator deems appropriate to carry out the intent ofthe Plan.  References in this Agreementto the Shares shall refer, *mutatis mutandis*,to any such restricted amounts.*Vesting Upon Retirement.*  If the Participant is terminated by reason ofretirement prior to the end of the fiscal year ending on or before [Fiscal YearDate] and the Participant’s age is equal to or greater than 65 and theParticipant’s age plus length of service is equal to or greater than 70, onehalf (1/2) of the pro-rata portion of the Performance-Vested Shares reflectingthe percentage of such Option that was accrued by the Company on its books atthe time of the Participant’s retirement date shall immediately vest, and onehalf (1/2) shall be automatically and immediately forfeited.

 

8.               *Vesting Upon Death.* If the Participant’s employment is terminated by reason of his or herdeath, the Shares shall become vested, and the restrictions lifted, on a proratedbasis reflecting the percentage of such Shares that was accrued by the Companyon its books at the time of the Participant’s death.  In such event, the restrictions will belifted from such prorated portion of the Shares, and such prorated Shares shallbe freely transferable to the person(s) to whom the Participant’s sharerights pass by will or by the applicable laws of descent and distribution.

 

9.               *Legend*. Any certificates representing unvested Shares shall be held by theCompany, and any such certificate shall contain a legend substantially in thefollowing form:

 

THETRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBYARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF AMERICANSCIENCE & ENGINEERING, INC, 2005 EQUITY AND INCENTIVE PLAN AND ARESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER ANDAMERICAN SCIENCE & ENGINEERING, INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF AMERICANSCIENCE & ENGINEERING, INC.

 

As soon as practicable following the vesting of anysuch Shares the Company shall cause a certificate or certificates covering suchShares, without the aforesaid legend, to be issued and delivered to theundersigned.  If any Shares are held inbook-entry form, the Company may take such steps as it deems necessary orappropriate to record and manifest the restrictions applicable to such Shares.

 

10.         *Dividends, etc.*  Theundersigned shall be entitled to (i) receive any and all dividends orother distributions paid with respect to those Shares of which he is the recordowner on the record date for such dividend or other distribution, and (ii) voteany Shares of which he is the record owner on the record date for such vote; *provided, however*, that any property (other than cash)distributed with respect to a share of Stock (the “associated share”) acquiredhereunder, including without limitation a distribution of Stock by reason of astock dividend, stock split or otherwise, or a distribution of other securitieswith respect to an associated share, shall be subject to the restrictions ofthis Agreement in the same manner and for so long as the associated shareremains subject to such restrictions, and shall be promptly forfeited if andwhen the associated share is so forfeited; * and further provided*, that theAdministrator may require that any cash distribution with respect to the Sharesother than a normal cash dividend be placed in escrow or otherwise made subjectto such restrictions as the Administrator deems appropriate to carry out theintent of the Plan.  References in thisAgreement to the Shares shall refer, *mutatis mutandis*,to any such restricted amounts.

 

11.         *Sale of Vested Shares**. *Theundersigned understands that he will be free to sell any Share once it hasvested, subject to (i) satisfaction of any applicable tax withholdingrequirements with respect to the vesting or transfer of such Share; 

 

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(ii) the completion of any administrative steps(for example, but without limitation, the transfer of certificates) that theCompany may reasonably impose; and (iii) applicable requirements offederal and state securities laws.

 

12.         *Certain Tax Matters*. The undersigned expressly acknowledges the following:

 

a.               The undersigned has been advised to confer promptlywith a professional tax advisor to consider whether the undersigned should makea so-called “83(b) election” with respect to the Shares.  Any such election, to be effective, must bemade in accordance with applicable regulations and within thirty (30) daysfollowing the date of this Award.  TheCompany has made no recommendation to the undersigned with respect to theadvisability of making such an election.

 

b.              The award or vesting of the Shares acquired hereunder,and the payment of dividends with respect to such Shares, may give rise to “wages”subject to withholding.  The undersignedexpressly acknowledges and agrees that his rights hereunder are subject to hispromptly paying to the Company in cash (or by such other means as may beacceptable to the Company in its discretion, including, if the Administrator sodetermines, by the delivery of previously acquired Stock or shares of Stockacquired hereunder or by the withholding of amounts from any payment hereunder)all taxes required to be withheld in connection with such award, vesting orpayment.

 
|                                                                 | Very truly  yours,       |
|----------------------------------------------------------------------|--------------------------|
|                                                                 |                     |
|                                                                 |                     |
|                                                                 | (Signature of  Employee) |
|                                                                 |                     |
| Dated:                                                               |                     |   |
|                                                                 |                     |
| The foregoing  Restricted Stock  Award Agreement is hereby accepted: |                     |
|                                                                 |                     |
| AMERICAN SCIENCE &  ENGINEERING, INC.                       |                     |
|                                                                 |                     |
|                                                                 |                     |
| By                                                                   |                     |   |
|                                                                      |                          |  |  |

 

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