Exhibit10.2


 


[Participant’s
Name]


 


American
Science & Engineering, Inc.


2005
Equity and Incentive Plan


 


Restricted Stock
Award Agreement


 


American Science &
Engineering, Inc.


829 Middlesex
Turnpike


Billerica,
Massachusetts 01821


 


Ladies and
Gentlemen:


 


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:


 


1.               Effective Date.  This
Agreement shall take effect as of [Effective Date], which is the date of grant
of the Award.


 


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


 


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


 


4.               Nontransferability of Shares. 
The Shares acquired by the undersigned pursuant to this Agreement shall
not be sold, transferred, pledged, assigned or otherwise encumbered or disposed
of except as provided below and in the Plan.


 


5.               Forfeiture Risk. 
If the undersigned ceases to be employed by the Company and its
subsidiaries for any reason, including death (except as to the proration
provided for in Paragraph 11 below), any then outstanding and unvested Shares
acquired by the undersigned hereunder shall be automatically and immediately
forfeited.  The undersigned hereby (i) appoints
the Company as the attorney-in-fact of the undersigned to take such actions as
may be necessary or appropriate to effectuate a transfer of the record ownership
of any such shares that are unvested and forfeited hereunder, (ii) agrees
to deliver to the Company, as a precondition to the issuance of any certificate
or certificates with respect to unvested Shares hereunder, one or more stock
powers, endorsed in blank, with respect to such Shares, and (iii) agrees
to sign such other powers and take such other actions as the Company may
reasonably request to accomplish the transfer or forfeiture of any unvested
Shares that are forfeited hereunder.


 


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


 


7.               Vesting of Shares. 
The Shares acquired hereunder shall vest upon the achievement of
performance targets of the Company, as more particularly described herein (“Performance-Vested
Shares”).  The Performance Goals shall be
established by the Committee based on one or more of the following objective
criteria prior to the beginning of such Performance Period or within such
period after the beginning of the Performance Period (as defined in the Plan)
as shall meet the requirements to be considered “pre-established objective
performance goals” for purposes of the regulations issued under Section 162(m) of
the Code: (i) increases in the price of the Common Stock, (ii) market
share, (iii) sales, (iv) revenue, (v) return on equity, assets, or
capital, (vi) economic profit (economic value added), (vii) total
shareholder 


 

















 


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 the
foregoing, including without limitation, goals based on any of such measures
relative to appropriate peer groups or market indices, as more particularly
outlined on Exhibit A attached to this Agreement. The restrictions on
Performance-Vested Shares shall lapse in accordance with the following
terms:  as soon as practicable following
the delivery to the Company of its audited financial statements for the fiscal
year, the Compensation Committee shall determine whether the Performance Goals
have 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 Company
has not met any portion of the Performance Goals prior to the end of the fiscal
year ending on or before [Fiscal Year Date], one half (1/2) of the pro-rata
portion of the Performance-Vested Shares attributable to such unattained goals
shall immediately vest, and one half (1/2) shall be automatically and
immediately forfeited.


 


Notwithstanding
the foregoing, no shares shall vest on any vesting date specified above unless
the 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 that
any amounts delivered, exchanged or otherwise paid in respect of outstanding
and then unvested Shares be placed in escrow or otherwise made subject to such
restrictions as the Administrator deems appropriate to carry out the intent of
the Plan.  References in this Agreement
to the Shares shall refer, mutatis mutandis,
to any such restricted amounts.Vesting Upon Retirement.  If the Participant is terminated by reason of
retirement prior to the end of the fiscal year ending on or before [Fiscal Year
Date] and the Participant’s age is equal to or greater than 65 and the
Participant’s age plus length of service is equal to or greater than 70, one
half (1/2) of the pro-rata portion of the Performance-Vested Shares reflecting
the percentage of such Option that was accrued by the Company on its books at
the time of the Participant’s retirement date shall immediately vest, and one
half (1/2) shall be automatically and immediately forfeited.


 


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


 


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


 


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


 


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


 


10.         Dividends, etc.  The
undersigned shall be entitled to (i) receive any and all dividends or
other distributions paid with respect to those Shares of which he is the record
owner on the record date for such dividend or other distribution, and (ii) vote
any 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”) acquired
hereunder, including without limitation a distribution of Stock by reason of a
stock dividend, stock split or otherwise, or a distribution of other securities
with respect to an associated share, shall be subject to the restrictions of
this Agreement in the same manner and for so long as the associated share
remains subject to such restrictions, and shall be promptly forfeited if and
when the associated share is so forfeited;  and further provided, that the
Administrator may require that any cash distribution with respect to the Shares
other than a normal cash dividend be placed in escrow or otherwise made subject
to such restrictions as the Administrator deems appropriate to carry out the
intent of the Plan.  References in this
Agreement to the Shares shall refer, mutatis mutandis,
to any such restricted amounts.


 


11.         Sale of Vested Shares. 
The
undersigned understands that he will be free to sell any Share once it has
vested, subject to (i) satisfaction of any applicable tax withholding
requirements 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 the
Company may reasonably impose; and (iii) applicable requirements of
federal and state securities laws.


 


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


 


a.               The undersigned has been advised to confer promptly
with a professional tax advisor to consider whether the undersigned should make
a so-called “83(b) election” with respect to the Shares.  Any such election, to be effective, must be
made in accordance with applicable regulations and within thirty (30) days
following the date of this Award.  The
Company has made no recommendation to the undersigned with respect to the
advisability 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 undersigned
expressly acknowledges and agrees that his rights hereunder are subject to his
promptly paying to the Company in cash (or by such other means as may be
acceptable to the Company in its discretion, including, if the Administrator so
determines, by the delivery of previously acquired Stock or shares of Stock
acquired hereunder or by the withholding of amounts from any payment hereunder)
all taxes required to be withheld in connection with such award, vesting or
payment.


 


	
   

  	
  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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