**Exhibit 10(c) xxiv**

[Insert Name ofEmployee]

**AmericanScience & Engineering, Inc.2005 Equity and Incentive Plan**

Restricted StockAward Agreement

American Science &Engineering, Inc.829 Middlesex TurnpikeBillerica, MA 01821

Ladies and Gentlemen:

The undersigned (i) acknowledgesthat [he/she] has received an award (the “Award”) of restricted stock fromAmerican Science & Engineering, Inc. (the “Company”) under the2005 Equity & Incentive Plan (the “Plan”), subject to the terms setforth below and in the Plan; (ii) further acknowledges receipt of a copyof each of the Plan as in effect on the date hereof and the most recentlyissued prospectus with respect to the shares issued under the Plan; and (iii) agreeswith the Company as follows:

1.               *Effective Date*. This Agreement shalltake effect as of _________, which is the date of grant of the Award.

2.               *Shares Subject to Award*. The Awardconsists of ______ shares (the “Shares”) of common stock of the Company (“Stock”).The undersigned’s rights to the Shares are subject to the restrictionsdescribed in this Agreement and the Plan (which is incorporated herein byreference with the same effect as if set forth herein in full) in addition tosuch other restrictions, if any, as may be imposed by law.

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

4.               *Nontransferability of Shares*. TheShares acquired by the undersigned pursuant to this Agreement shall not besold, transferred, pledged, assigned or otherwise encumbered or disposed ofexcept as provided below and in the Plan.

5.               *Forfeiture Risk*. If the undersignedceases to be employed by the Company and its subsidiaries for any reason,including death (except as to the proration provided for in Paragraph 11below), any then outstanding and unvested Shares acquired by the 

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                        undersignedhereunder shall be automatically and immediately forfeited. The undersignedhereby (i) appoints the Company as the attorney-in-fact of the undersignedto take such actions as may be necessary or appropriate to effectuate atransfer of the record ownership of any such shares that are unvested andforfeited hereunder, (ii) agrees to deliver to the Company, as aprecondition to the issuance of any certificate or certificates with respect tounvested Shares hereunder, one or more stock powers, endorsed in blank, withrespect to such Shares, and (iii) agrees to sign such other powers andtake such other actions as the Company may reasonably request to accomplish thetransfer or forfeiture of any unvested Shares that are forfeited hereunder.

6.               *Retention of Certificates*. Any certificatesrepresenting unvested Shares shall be held by the Company. If unvested Sharesare held in book entry form, the undersigned agrees that the Company may givestop transfer instructions to the depository to ensure compliance with theprovisions hereof.

7.               *Vesting of Shares*. The Sharesacquired hereunder shall vest upon the achievement of performance targets ofthe Company, as more particularly described herein (“Performance-Vested Shares”).The Performance Goals (the “Target”) shall be established by the Committeebased on one or more of the following objective criteria prior to the beginningof such Performance Period or within such period after the beginning of thePerformance Period (as defined in the Plan) as shall meet the requirements tobe considered “pre-established objective performance goals” for purposes of theregulations issued under Section 162(m) of the Code: (i) increasesin 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) orearnings 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, goalsbased on any of such measures relative to appropriate peer groups or marketindices, as more particularly outlined on Exhibit A attached to thisAgreement. The restrictions on Performance-Vested Shares shall lapse inaccordance with the following terms:  assoon as practicable following the delivery to the Company of its auditedfinancial statements for the fiscal year, the Compensation Committee shalldetermine whether the Target has been met. If the Target has been met, 100% ofrestrictions on the Performance-Vested Shares will lapse. If the Company hasnot met the Target prior to the end of the fiscal year ending on or before March 31,2010 (“Final Target Date”), the Performance-Vested Shares shall beautomatically and immediately forfeited.

Notwithstanding the foregoing, no shares shall vest on any vesting datespecified above unless the undersigned is then, and since the date of grant hascontinuously been, employed by the Company or its subsidiaries. In the event ofa Change in Control, the Administrator may require that any amounts delivered,exchanged or otherwise paid in respect of outstanding and then unvested Sharesbe placed in 

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escrow or otherwise made subject to such restrictions as theAdministrator deems appropriate to carry out the intent of the Plan. Referencesin this Agreement to the Shares shall refer, *mutatismutandis*, to any such restricted amounts.

8.               *Legend*. Any certificatesrepresenting unvested Shares shall be held by the Company, and any suchcertificate shall contain a legend substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCKREPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDINGFORFEITURE) OF AMERICAN SCIENCE & ENGINEERING, INC, 2005 EQUITY ANDINCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THEREGISTERED OWNER AND AMERICAN SCIENCE & ENGINEERING, INC. COPIES OFSUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF AMERICAN SCIENCE &ENGINEERING, INC.

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

9.               *Dividends, etc.*. The undersignedshall be entitled to (i) receive any and all dividends or otherdistributions paid with respect to those Shares of which [he/she] is the recordowner on the record date for such dividend or other distribution, and (ii) voteany Shares of which [he/she] is the record owner on the record date for suchvote; *provided, however*, that any property(other than cash) distributed with respect to a share of Stock (the “associatedshare”) acquired hereunder, including without limitation a distribution ofStock by reason of a stock dividend, stock split or otherwise, or adistribution of other securities with respect to an associated share, shall besubject to the restrictions of this Agreement in the same manner and for solong as the associated share remains subject to such restrictions, and shall bepromptly forfeited if and when the associated share is so forfeited; * and further provided*,that the Administrator may require that any cash distribution with respect tothe Shares other than a normal cash dividend be placed in escrow or otherwisemade subject to such restrictions as the Administrator deems appropriate tocarry out the intent of the Plan. References in this Agreement to the Sharesshall  refer, *mutatismutandis*, to any such restricted amounts.

10.         *Sale ofVested Shares.*The undersigned understands that [he/she] will befree to sell any Share once it has vested, subject to (i) satisfaction ofany applicable tax withholding requirements with respect to the vesting ortransfer of such Share; (ii) the completion of any administrative steps(for example, but without limitation, the transfer of certificates) that theCompany may reasonably impose; and (iii) applicable  requirements of federal and state securitieslaws.

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11.         *VestingUpon Death.*If the Participant’s employment is terminated byreason of his or her death, the Shares shall become vested, and therestrictions lifted, on a prorated basis reflecting the percentage of suchShares that was accrued by the Company on its books at the time of theParticipant’s death. In such event, the restrictions will be lifted from suchprorated portion of the Shares, and such prorated Shares shall be freelytransferable to the person(s) to whom the Participant’s share rights passby will or by the applicable laws of descent and distribution.

12.         *CertainTax Matters*. The undersigned expressly acknowledges thefollowing:

a.               The undersigned hasbeen advised to confer promptly with a professional tax advisor to considerwhether the undersigned should make a so-called “83(b) election” withrespect to the Shares. Any such election, to be effective, must be made inaccordance with applicable regulations and within thirty (30) days following thedate of this Award. The Company has made no recommendation to the undersignedwith respect to the advisability of making such an election.

b.              The award or vestingof the Shares acquired hereunder, and the payment of dividends with respect tosuch Shares, may give rise to “wages” subject to withholding. The undersignedexpressly acknowledges and agrees that [his/her] rights hereunder are subjectto [his/her] promptly paying to the Company in cash (or by such other means asmay be acceptable to the Company in its discretion, including, if theAdministrator so determines, by the delivery of previously acquired Stock orshares of Stock acquired hereunder or by the withholding of amounts from anypayment hereunder) all taxes required to be withheld in

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connection with such award, vesting or payment.

Very truly yours,

______________________________(Signature of Employee)

Dated:  [Insert Date]

The foregoing RestrictedStockAward Agreement is hereby accepted:

AMERICAN SCIENCE &ENGINEERING, INC.

 

By_______________________________

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