**Exhibit 10(c) xxvi**

**AMERICANSCIENCE AND ENGINEERING, INC.2005 Equity and Incentive Plan**

Incentive Stock OptionGrant Agreement

American Science andEngineering, Inc. (the “Company”), a Massachusetts corporation,hereby grants to the person named below an option to purchase shares of CommonStock, $0.66 2/3 par value, of the Company (the “Option”) under andsubject to the Company’s 2005 Equity and Incentive Plan (the “Plan”)exercisable on the terms and conditions set forth below and those attachedhereto and in the Plan:

**DEFINITIONS**

| **Grant Date**       | ** ** | ** **                                   | ** ** | ** **          |
|----------------------|------------|----------------------------------------------|------------|---------------------|
| ** **           | ** ** | ** **                                   | ** ** | ** **          |
| **Optionee**         |       | «First_Name» «Last_Name» |       |                |
| ** **           |       |                                         |       |                |
| **Options Granted**  |       | «Total Option Grant»               |       |                |
| ** **           |       |                                         |       |                |
| **Exercise Price**   |       | $                                            |       | per share           |
| ** **           |       |                                         |       |                |
| **Vesting Schedule** | ** ** | **Vesting Date**                             | ** ** | **Options Vesting** |
| ** **           | ** ** | ** **                                   | ** ** | ** **          |
|                 |       | First Anniversary of Grant Date              |       |                | «Vest 1» |
|                 |       | Second Anniversary of Grant Date             |       |                | «Vest 2» |
|                 |       | Third Anniversary of Grant Date              |       |                | «Vest 3» |
|                 |       |                                         |       |                |

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This Option shallbe treated as an Incentive Stock Option under section 422 of the InternalRevenue Code.

By acceptance ofthis Option, the Participant agrees to the terms and conditions set forth aboveand those attached hereto and in the Plan.

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

** **

 

 

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**AMERICANSCIENCE AND ENGINEERING, INC. 2005 EQUITY AND INCENTIVE PLAN**

**IncentiveStock Option Terms And Conditions**

1.           Plan Incorporated by Reference.This Option is issued pursuant to the terms of the Plan. This Grant Agreementdoes not set forth all of the terms and conditions of the Plan, which areincorporated herein by reference. Capitalized terms used and not otherwisedefined in this Grant Agreement have the meanings given to them in the Plan. TheCommittee administers the Plan and its determinations regarding the operationof the Plan are final and binding. A copy of the Plan may be obtained uponwritten request without charge from the Human Resources Department of theCompany.

2.           Option Price. The price to bepaid for each share of Common Stock issued upon exercise of the whole or anypart of this Option is the Option Price set forth on the face of this GrantAgreement.

3.           Exercisability and VestingSchedule. As long as the Participant remains continuously employed by theCompany or an Affiliate, this Option will vest and may be exercised (in wholeor in part) in accordance with the Exercisability and Vesting Schedule setforth on the face of this Grant Agreement, but only for the purchase of wholeshares. This Option may not be exercised as to any shares after the ExpirationDate.

4.           Effect of Termination ofEmployment. If the Participant’s status as an employee of the Company or anAffiliate is terminated for any reason (voluntary or involuntary), this Optionshall not thereafter become vested or exercisable as to any additional shares,and the already vested portion of this Option shall remain exercisable (to theextent not previously exercised) for ninety (90) days after the day on whichthe Participant’s employment is terminated, whereupon this Option shallterminate; exceptthat

(a)                                  Ifthe Participant is on military leave, sick leave, or other leave of absenceapproved by the Company or the Affiliate, his or her employment with theCompany or the Affiliate will be treated as continuing intact if the period ofsuch leave does not exceed ninety (90) days, or, if longer, so long as theParticipant’s right to reemployment with the Company or the Affiliate isguaranteed either by statute or by contract; otherwise, the Participant’semployment will be deemed to have terminated on the 91st day of such leave.

(b)                                 Ifthe Participant’s employment is terminated by reason of his or her death, thisOption shall become fully exercisable and vested without regard to theExercisability and Vesting Schedule. In such event, this Option may beexercised at any time within twelve (12) months after the date of theParticipant’s death by the person(s) to whom the Participant’s optionrights pass by will or by the applicable laws of descent and distribution.

(c)                                  Ifthe Participant’s employment is terminated by the Company or the Affiliate for “cause,”this Option, to the extent vested and exercisable upon such termination ofemployment, may be exercised by the Participant only through the close ofregular business hours on the date of termination. Unless otherwise defined inany written employment agreement between the Company or the Affiliate and theParticipant, cause shall be determined by the Committee in its discretion.

In no event, however, maythis Option be exercised after the Expiration Date set forth on the face ofthis Grant Agreement.

5.           Method of Exercise. Toexercise this Option, the Participant shall deliver notice of exercise to theCompany specifying the number of shares with respect to which the Option isbeing exercised accompanied by payment of the Option Price for such shares (i) bycash, (ii) by actual delivery or attestation of ownership of shares ofCommon Stock owned by the Participant, including vested Restricted Stock, (iii) byretaining shares of Common Stock otherwise issuable pursuant to the Option, (iv) forconsideration received by the Company under a broker-assisted cashless exerciseprogram acceptable to the Company, or (v) for such other lawfulconsideration as the Committee may determine. Such exercise notice must begiven at the time and in the manner as specified by the Committee from time totime. Upon payment of the exercise price and applicable taxes, and assumingsatisfaction of all applicable securities laws and exchange listingrequirements, the Company shall delivery, or make available to the Participantthrough the Plan’s designated broker, the net shares or cash proceeds (as thecase may be) resulting from the Option exercise.

6.           Change of Control. To preservethe Participant’s rights under this Option in the event of a Change in Controlof the Company (as defined below) occurring while the Participant is employedby the Company or an Affiliate, the Committee shall fully accelerate thevesting of this Option and may in its discretion take one or more of thefollowing actions: (i) provide for 

 

 

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payment to theParticipant of cash or other property with a Fair Market Value equal to theamount that would have been received upon the exercise or payment of the Optionhad the Option been exercised or paid upon the Change in Control of theCompany, (ii) adjust the terms of the Option in a manner determined by theCommittee to reflect the Change in Control of the Company, (iii) cause theOption to be assumed, or new rights substituted therefor, by another entity, or(iv) make such other provision as the Committee may consider equitable tothe Participant and in the best interests of the Company. For purposes of thisSection, a “Change in Control of the Company” shall mean:  (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% ormore of the Company’s outstanding Common Stock; or (iv) that during anyperiod of two consecutive years, individuals who, at the beginning of suchperiod, constitute the entire Board of Directors of the Company shall cease,for any reason, to constitute a majority thereof, unless the election, or thenomination for election by the Company’s stockholders, of each new director wasapproved by a vote of at least three-quarters of the directors then still inoffice who were directors at the beginning of the period.

7.           Option Not Transferable. ThisOption is not transferable by the Participant other than by will or the laws ofdescent and distribution, and is exercisable, during the Participant’slifetime, only by the Participant. The naming of a Designated Beneficiary doesnot constitute a transfer. The Committee may, in its sole discretion, allow theParticipant to transfer this Option under a domestic relations order insettlement of marital or domestic property rights.

8.           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 exercise of the Option no later than the date of the event creating thetax liability. The Company and its Affiliates may, to the extent permitted bylaw, deduct any such tax obligations from any payment of any kind due to theParticipant. In the Committee’s discretion, the minimum tax obligationsrequired by law to be withheld with respect to the exercise of the Option maybe paid in whole or in part in shares of Common Stock, including sharesretained from the exercise of the Option, valued at their Fair Market Value onthe date of retention.

9.           No Right To Employment. Noperson shall have any claim or right to be granted an Option. Neither the Plannor this Option 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.

10.         Amendment of Option. TheCommittee may amend, modify, or terminate this Option, including substitutingtherefore another option of the same or a different type, changing the date ofexercise or realization and converting an incentive stock option to anonstatutory stock option, provided that the Participant’s consent to suchaction shall be required unless (i) the Committee determines that theaction, taking into account any related action, would not materially andadversely affect the Participant, or (ii) the action is permitted by theterms of the Plan.

11.         Data Privacy and Electronic Delivery.By executing this Grant Agreement, the Participant: (i) authorizes theCompany, its Affiliates, and any agent of the Company or its Affiliatesadministering the Plan or providing Plan recordkeeping services, to disclose tothe Company, its Affiliates or third-party service providers such informationand data as may be deemed necessary or appropriate to facilitate the grant ofOptions and the administration of the Plan; (ii) waives any data privacyrights he or she may have with respect to such information; and (iii) authorizesthe Company, its Affiliates, and third-party service providers to store andtransmit such information in electronic form. The Participant agrees that theCompany, its Affiliates, and their agents may deliver electronically alldocuments relating to the Plan or this Option (including, without limitation,prospectuses required by the Securities and Exchange Commission) and all otherdocuments that the Company is required to deliver to its stockholders.

12.         Cancellation and Rescission ofOption. In consideration of this Option the Participant agrees that ifParticipant breaches Participant’s obligations under the terms of the AmericanScience & Engineering Employee Representation, Rights in Data, andNon-Compete Agreement, then the Company may cancel, suspend, withhold, or otherwiselimit or restrict (in whole or in part) the exercise of this Option. If thisOption has been exercised prior to the occurrence or discovery by the Companyof any such breach, then the Committee may rescind the exercise of this Optionat any time within the two (2) year period after such exercise. In theevent of any rescission, the Participant shall pay to the Company the amount ofincome recognized upon exercise of the Option or any disqualifying dispositionof the Option shares, and any additional gain realized upon any sale of Optionshares in such manner and on such terms and conditions as may be required bythe Committee, and the Company shall be entitled to set-off the amount of anysuch income or gain against any amount that may be owed to the Participant.

 

 

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13.         Impact of Restatement of FinancialStatements Upon Option. If any of the Company’s financial statements arerequired to be restated as a result of errors, omissions, or fraud, theCommittee may (in its sole discretion, but acting in good faith) direct thatthe Company recover all or a portion of the amount of income recognized uponthe exercise of this Option or the disqualifying disposition of the Optionshares, and any additional gain realized upon any sale of the Option shares,with respect to any fiscal year of the Company the financial results of whichare negatively affected by such restatement. The amount to be recovered fromthe Participant shall be the amount by which the Option income at exercise ordisqualifying disposition of the Option shares, and any gain upon sale of theOption shares of the affected award, exceed the amount that would have beenpayable to the Participant had the financial statements been initially filed asrestated, or any greater or lesser amount that the Committee shall determine.The Committee may determine to recover different amounts from differentparticipants or different classes of participants on such bases as it shalldeem appropriate. In no event shall the amount to be recovered by the Companybe less than the amount required to be repaid or recovered as a matter of law.The Committee shall determine whether the Company shall effect any suchrecovery (i) by seeking repayment from the Participant, (ii) byreducing (subject to applicable law and the terms and conditions of theapplicable plan, program, or arrangement) the amount that would otherwise bepayable to the Participant under any compensatory plan, program, or arrangementmaintained by the Company or any of its Affiliates, (iii) by withholdingpayment of future increases in compensation (including the payment of anydiscretionary bonus amount) or grants of compensatory awards that wouldotherwise have been made in accordance with the Company’s otherwise applicablecompensation practices, or (iv) by any combination of the forgoing.

 

 

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