Exhibit10.4


 


AMERICAN SCIENCE AND ENGINEERING,
INC.


2009 Long-Term Incentive Plan
Cash Component


 


LTIP Cash Component
Agreement


 


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


 


DEFINITIONS


 


	
  Grant Date

  	
  [Date]

  
	
   

  	
   

  
	
  Participant

  	
  [Participant]

  
	
   

  	
   

  
	
  LTIP Cash Component

  	
  [$$$]

  



 


LTIP Cash Component Schedule and
Vesting:  The LTIP Cash
Component (“Cash”; “Cash Component”) shall vest upon the achievement of
performance targets of the Company, as more particularly described herein (“Performance-Vested
LTIP Cash Component”).  Specifically, the
Performance-Vested LTIP Cash Component shall become exercisable 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 (as defined in the Plan) have been met.  Restrictions on the Performance-Vested LTIP
Cash Component will lapse, pro-rata, as each or any of the Performance Goals
are met.  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 LTIP Cash Component attributable to such unattained goals
shall immediately vest, and one half (1/2) shall be automatically and
immediately forfeited.


 


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 and hereby incorporated by reference..


 


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


 


 


	
  PARTICIPANT

  	
  AMERICAN SCIENCE
  AND ENGINEERING, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
								



 

















 


AMERICAN
SCIENCE AND ENGINEERING, INC. 2009 LTIP CASH COMPONENT


 


LTIP Cash
Component Terms and Conditions


 


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


 


2.         Vesting
Schedule.  Upon each vesting of the
LTIP Cash Component in accordance with the Vesting Schedule set forth on the
face of this Grant Agreement (each, a “Vesting Date”), and subject to
the satisfaction of Section 6 below regarding taxes, the Company shall
issue to the Participant the cash value of the LTIP Cash Component that vests
on such Vesting Date as soon as practicable after such Vesting Date, but in no
event later than March 15 of the following calendar year.


 


3.         Effect
of Termination of Employment.  If the
Participant’s status as an employee of the Company or an Affiliate is
terminated for any reason (voluntary or involuntary), all LTIP Cash Components
that remain unvested shall upon termination of employment immediately and
irrevocably terminate, and such unvested LTIP Cash Components shall immediately
and irrevocably be forfeited.  Notwithstanding
the foregoing:


 


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


 


(b)                  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 Cash Component reflecting the percentage of such Cash
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.


 


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


 


4.               Change of
Control.  To preserve the Participant’s
rights under this Award in the event of a Change in Control of the Company (as
defined below) occurring while the Participant is employed by the Company or an
Affiliate, the Committee may in its discretion take one or more of the
following actions: (i) provide for the acceleration of any Vesting Date, (ii) provide
for payment to the Participant of cash or other property with a Fair Market
Value equal to the amount that would have been received with respect to the
Award had the Award fully vested upon the Change in Control of the Company, (iii) adjust
the terms of the Award in a manner determined by the Committee to reflect the
Change in Control of the Company, (iv) cause the Award to be assumed, or
new rights substituted therefore, by another entity, or (v) make such
other provision as the Committee may consider equitable to the Participant and
in the best interests of the Company. 
For purposes of this Section, a “Change in Control of the Company” shall
mean:  (i) the consummation of (a) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving entity or pursuant to which the Company’s Common Stock
is converted into cash, securities, or other property, other than a merger of
the Company in which the ownership by the Company’s stockholders of the
securities in the surviving entity is at least two-thirds of the combined
voting power; or (b) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company; (ii) the stockholders of the Company have
approved any plan or proposal for the liquidation or dissolution of the
Company; (iii) any person (as that term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) has become the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the Company’s outstanding Common Stock; or (iv) that during any period
of two consecutive years, individuals who, at the beginning of such period, constitute
the entire Board of Directors of the Company shall cease, for any reason, to
constitute a majority thereof, unless the election, or the nomination for
election by the Company’s stockholders, of each new director was approved by a
vote of at least three-quarters of the directors then still in office who were
directors at the beginning of the period.


 


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


 

















 


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


 


7.         No Right To Employment.  No person shall have any claim or right to be
granted an Award.  Neither the Plan nor
this Award shall be deemed to give any Participant the right to continued
employment or to limit the right of the Company or an Affiliate to discharge
any Participant at any time.


 


8.         Amendment of Award.  The Committee may amend, modify, or terminate
this Award, including substituting therefore another instrument of the same or
a different type, provided that the Participant’s consent to such action shall
be required unless  the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.


 


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


 


10.       Cancellation and Rescission of Award.  In consideration of this Award the
Participant agrees that if Participant breaches Participant’s obligations under
the terms of the American Science & Engineering Employee
Representation, Rights in Data, and Non-Compete Agreement, then the Company may
cancel, suspend, withhold, or otherwise limit or restrict (in whole or in part)
the vesting of this Award.  If this Award
vests 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 the
two (2) year period after such vesting. 
In the event of any rescission, the Participant shall pay to the Company
the amount of income recognized upon vesting of the Award in such manner and on
such terms and conditions as may be required by the Committee, and the Company
shall be entitled to set-off the amount of any such income against any amount
that may be owed to the Participant.