**Exhibit10.4**

 

**AMERICAN SCIENCE AND ENGINEERING,INC.**

**2009 Long-Term Incentive PlanCash Component**

 

LTIP Cash ComponentAgreement

 

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

 

**DEFINITIONS**

** **
| **Grant Date**          | **[Date]**        |
|-------------------------|-------------------|
| ** **              | ** **        |
| **Participant**         | **[Participant]** |
| ** **              | ** **        |
| **LTIP Cash Component** | **[$$$]**         |

 

**LTIP Cash Component Schedule andVesting:**  The LTIP CashComponent (“Cash”; “Cash Component”) shall vest upon the achievement ofperformance targets of the Company, as more particularly described herein (“Performance-VestedLTIP Cash Component”).  Specifically, thePerformance-Vested LTIP Cash Component shall become exercisable in accordancewith the following terms: as soon aspracticable following the delivery to the Company of its audited financialstatements for the fiscal year, the Compensation Committee shall determinewhether the Performance Goals (as defined in the Plan) have been met.  Restrictions on the Performance-Vested LTIPCash Component will lapse, pro-rata, as each or any of the Performance Goalsare met.  If the Company has not met anyportion of the Performance Goals prior to the end of the fiscal year ending onor before [Fiscal Year Date], one half (1/2) of the pro-rata portion of thePerformance-Vested LTIP Cash Component attributable to such unattained goalsshall immediately vest, and one half (1/2) shall be automatically andimmediately forfeited.

 

The PerformanceGoals shall be established by the Committee based on one or more of thefollowing objective criteria prior to the beginning of such Performance Periodor within such period after the beginning of the Performance Period (as definedin the Plan) as shall meet the requirements to be considered “pre-establishedobjective performance 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,or capital, (vi) economic profit (economic value added), (vii) totalshareholder return, (viii) costs, (ix) expenses, (x) margins, (xi)earnings (including EBITDA) or earnings per share, (xii) cash flow (includingadjusted operating cash flow), (xiii) customer satisfaction, (xiv) operatingprofit, (xv) net income, (xvi) research and development, (xvii) productreleases, (xviii) manufacturing, or (xix) any combination of the foregoing,including without limitation, goals based on any of such measures relative toappropriate peer groups or market indices, as more particularly outlined on Exhibit A,attached to this Agreement and hereby incorporated by reference..

 

By acceptance of this Award, the Participant agrees tothe terms and conditions set forth above and those attached hereto.

 

 
| PARTICIPANT | AMERICAN SCIENCE  AND ENGINEERING, INC. |
|-------------|-----------------------------------------|
|        |                                    |
|        |                                    |   |
| By:         |                                    |   | By: |   |
|        |                                    |   |
|        |                                    | Its: |   |
|             |                                         |  |  |  |  |  |  |

 

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**AMERICANSCIENCE AND ENGINEERING, INC. 2009 LTIP CASH COMPONENT**

 

**LTIP CashComponent Terms and Conditions**

 

1.         LTIPCash Component.  The LTIP CashComponent (“Cash”; “Cash Component”) represents the right to receive a portionof LTIP value in Cash, subject to the fulfillment of the Vesting Schedule andthe other terms and conditions of this Award.

 

2.         VestingSchedule.  Upon each vesting of theLTIP Cash Component in accordance with the Vesting Schedule set forth on theface of this Grant Agreement (each, a “Vesting Date”), and subject tothe satisfaction of Section 6 below regarding taxes, the Company shallissue to the Participant the cash value of the LTIP Cash Component that vestson such Vesting Date as soon as practicable after such Vesting Date, but in noevent later than March 15 of the following calendar year.

 

3.         Effectof Termination of Employment.  If theParticipant’s status as an employee of the Company or an Affiliate isterminated for any reason (voluntary or involuntary), all LTIP Cash Componentsthat remain unvested shall upon termination of employment immediately andirrevocably terminate, and such unvested LTIP Cash Components shall immediatelyand irrevocably be forfeited.  Notwithstandingthe foregoing:

 

(a)                   If the Participantis on military leave, sick leave, or other leave of absence approved by theCompany or the Affiliate, his or her employment with the Company or theAffiliate will be treated as continuing intact during the period of such leave.  The Participant’s employment will be deemedto have terminated on the first day after the expiration of such leave.

 

(b)                  If the Participant is terminated by reason of retirement priorto the end of the fiscal year ending on or before [Fiscal Year Date] and theParticipant’s age is equal to or greater than 65 and the Participant’s age pluslength of service is equal to or greater than 70, one half (1/2) of thepro-rata portion of the Cash Component reflecting the percentage of such Cashthat was accrued by the Company on its books at the time of the Participant’sretirement date shall immediately vest, and one half (1/2) shall beautomatically and immediately forfeited.

 

(c)                   If theParticipant’s employment is terminated by reason of his or her death, the CashComponent shall become vested on a prorated basis reflecting the percentage ofsuch Cash that was accrued by the Company on its books at the time of theParticipant’s death, without regard to the Vesting Schedule.  In such event, the restrictions will belifted from such prorated portion of the Cash, and such prorated Cash will befreely transferable to the person(s) to whom the Participant’s Cash rightspass by will or by the applicable laws of descent and distribution.

 

4.               Change ofControl.  To preserve the Participant’srights under this Award in the event of a Change in Control of the Company (asdefined below) occurring while the Participant is employed by the Company or anAffiliate, the Committee may in its discretion take one or more of thefollowing actions: (i) provide for the acceleration of any Vesting Date, (ii) providefor payment to the Participant of cash or other property with a Fair MarketValue equal to the amount that would have been received with respect to theAward had the Award fully vested upon the Change in Control of the Company, (iii) adjustthe terms of the Award in a manner determined by the Committee to reflect theChange in Control of the Company, (iv) cause the Award to be assumed, ornew rights substituted therefore, by another entity, or (v) make suchother provision as the Committee may consider equitable to the Participant andin the best interests of the Company. For purposes of this Section, a “Change in Control of the Company” shallmean:  (i) the consummation of (a) anyconsolidation or merger of the Company in which the Company is not thecontinuing or surviving entity or pursuant to which the Company’s Common Stockis converted into cash, securities, or other property, other than a merger ofthe Company in which the ownership by the Company’s stockholders of thesecurities in the surviving entity is at least two-thirds of the combinedvoting power; or (b) any sale, lease, exchange, or other transfer (in onetransaction or a series of related transactions) of all or substantially all ofthe assets of the Company; (ii) the stockholders of the Company haveapproved any plan or proposal for the liquidation or dissolution of theCompany; (iii) any person (as that term is used in Sections 13(d) and14(d)(2) of the Exchange Act) has become the beneficial owner (within themeaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or moreof the Company’s outstanding Common Stock; or (iv) that during any periodof two consecutive years, individuals who, at the beginning of such period, constitutethe entire Board of Directors of the Company shall cease, for any reason, toconstitute a majority thereof, unless the election, or the nomination forelection by the Company’s stockholders, of each new director was approved by avote of at least three-quarters of the directors then still in office who weredirectors at the beginning of the period.

 

5.         Award Not Transferable.  This Award is not transferable by theParticipant other than by will or the laws of descent and distribution.  The naming of a Designated Beneficiary doesnot constitute a transfer. The Committee may, in its sole discretion, allow theParticipant to transfer this Award under a domestic relations order insettlement of marital or domestic property rights.

 

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6.         Payment of Taxes. TheParticipant shall pay to the Company, or make provision satisfactory to theCommittee for payment of, any taxes required by law to be withheld with respectto the Award no later than the date of the event creating the tax liability.  The Company and its Affiliates may, to theextent permitted by law, deduct any such tax obligations from any payment ofany kind due to the Participant.

 

7.         No Right To Employment.  No person shall have any claim or right to begranted an Award.  Neither the Plan northis Award shall be deemed to give any Participant the right to continuedemployment or to limit the right of the Company or an Affiliate to dischargeany Participant at any time.

 

8.         Amendment of Award.  The Committee may amend, modify, or terminatethis Award, including substituting therefore another instrument of the same ora different type, provided that the Participant’s consent to such action shallbe required unless  the Committeedetermines that the action, taking into account any related action, would notmaterially and adversely affect the Participant.

 

9.         Data Privacy and Electronic Delivery.  By executing this Grant Agreement, theParticipant: (i) authorizes the Company, its Affiliates, and any agent ofthe Company or its Affiliates administering the Plan or providing Planrecordkeeping services, to disclose to the Company, its Affiliates orthird-party service providers such information and data as may be deemednecessary or appropriate to facilitate the grant of Awards; (ii) waivesany data privacy rights he or she may have with respect to such information;and (iii) authorizes the Company, its Affiliates, and third-party serviceproviders to store and transmit such information in electronic form.  The Participant agrees that the Company, itsAffiliates, and their agents may deliver electronically all documents relatingto the Plan or this Award.

 

10.       Cancellation and Rescission of Award.  In consideration of this Award theParticipant agrees that if Participant breaches Participant’s obligations underthe terms of the American Science & Engineering EmployeeRepresentation, Rights in Data, and Non-Compete Agreement, then the Company maycancel, suspend, withhold, or otherwise limit or restrict (in whole or in part)the vesting of this Award.  If this Awardvests prior to the occurrence or discovery by the Company of any such breach,then the Committee may rescind the vesting of this Award at any time within thetwo (2) year period after such vesting. In the event of any rescission, the Participant shall pay to the Companythe amount of income recognized upon vesting of the Award in such manner and onsuch terms and conditions as may be required by the Committee, and the Companyshall be entitled to set-off the amount of any such income against any amountthat may be owed to the Participant.

 

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