**Exhibit 10(c)(xv)**

 

August 21, 2003

 

 

Mr. Anthony R. Fabiano

4285 Quinwood Lane North

Plymouth, MN 55442

 

Dear Anthony:

 

I am pleasedto offer you the position of President and Chief Executive Officer of AmericanScience and Engineering, Inc., at a weekly salary of $5,400.00, beginningMonday, September 8, 2003.  This offeris contingent upon the satisfactory completion of background and referencechecks.

 

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

 

After sixmonths of employment, you will be automatically enrolled in AS&E’s 401(k)plan with Putnam Investments which also includes a quarterly AS&E stockmatch based upon your quarterly contribution level and the company’sprofitability.  Unless you opt out ofthe 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 toyour base cash compensation, you will be immediately eligible to participate ina cash bonus program.  The Board ofDirectors 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 yourpart.  “At-plan” performance will bebased upon specific goals that will be established by the Board of Directors ator near the commencement of your employment with AS&E.

 

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

 

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You will benominated for election to a seat on the Board of Directors following the annualmeeting on September 25, 2003.

 

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

 

The Board willprovide you with an annual performance review and salary review at theconclusion of FY 2004, after the results of the fourth quarter (ending March31, 2004) are released.  This reviewwill cover the seven months from September 2003 through March 2004.  Thereafter, the Board will provide you withan annual performance review and salary review at the conclusion of each fiscalyear covering the full 12 months of each fiscal year.  Any salary adjustments approved by the Board will take effect onthe first Monday in July.

 

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

 

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

 

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

 

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If you haveany questions concerning the position or our company policies, please do nothesitate 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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