**Exhibit10.43**

 

**AMERICAN SCIENCE AND ENGINEERING, INC.**

**20    Long-Term Incentive Plan Cash Component**

 

LTIP CashComponent Agreement

 

American Science andEngineering, Inc. (the “Company”), a Massachusetts corporation,hereby grants, pursuant to the 20     Long-Term IncentivePlan (the “Plan”) to the person named below LTIP Cash Component (“LTIP CashComponent”) representing the right to receive cash subject to the terms andconditions set forth below and those attached hereto.

 

**DEFINITIONS**

** **
| **Grant  Date**          | ** ** | **[Date]**        |
|--------------------------|------------|-------------------|
|                     |       |              |
| **Participant**          | ** ** | **[Participant]** |
|                     |       |              |
| **LTIP  Cash Component** | ** ** | **[$$$]**         |

 

**LTIPCash Component Schedule and Vesting:**  The LTIP Cash Component (“Cash”; “CashComponent”) shall vest upon the achievement of performance targets of theCompany, as more particularly described herein (“Performance-Vested LTIP CashComponent”).  Specifically, the Performance-Vested LTIP Cash Componentshall become exercisable in accordance with the following terms: as soon aspracticable following the delivery to the Company of its audited financialstatements for the fiscal year, the Compensation Committee shall determinewhether 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 Companyhas not met any portion of the Performance Goals prior to the end of the fiscalyear ending on or before Fiscal Year Date                               ,one half (1/2) of the pro-rata portion of the Performance-Vested LTIP CashComponent attributable to such unattained goals shall immediately vest, and onehalf (1/2) shall be automatically and immediately forfeited.

 

The Performance Goalsshall be established by the Compensation Committee of the Board of Directorsbased 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 and hereby incorporated by reference..

 

By acceptance of thisAward, the Participant agrees to the terms and conditions set forth above andthose attached hereto.

 

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

 

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**AMERICAN SCIENCE AND ENGINEERING, INC. 20    LTIP CASH COMPONENT**

 

**LTIP Cash Component Terms and Conditions**

 

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

 

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

 

3.             Effectof Termination of Employment.  If the Participant’s status as anemployee of the Company or an Affiliate is terminated for any reason (voluntaryor involuntary), all LTIP Cash Components that remain unvested shall upontermination of employment immediately and irrevocably terminate, and suchunvested LTIP Cash Components shall immediately and irrevocably beforfeited.  Notwithstanding the foregoing:

 

(a)                                  If theParticipant 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 during the periodof such leave.  The Participant’s employment will be deemed to haveterminated on the first day after the expiration of such leave.

 

(b)                                 If theParticipant is terminated by reason of retirement prior to the end of thefiscal year ending on or before [Fiscal Year Date] and the Participant’s age isequal to or greater than 65 and the Participant’s age plus length of service isequal to or greater than 70, one half (1/2) of the pro-rata portion of the CashComponent reflecting the percentage of such Cash that was accrued by theCompany on its books at the time of the Participant’s retirement date shallimmediately vest, and one half (1/2) shall be automatically and immediatelyforfeited.

 

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

 

4.             Change ofControl.  To preserve the Participant’s rights under this Award in theevent of a Change in Control of the Company (as defined below) occurring whilethe Participant is employed by the Company or an Affiliate, the Committee mayin its discretion take one or more of the following actions: (i) providefor the acceleration of any Vesting Date, (ii) provide for payment to theParticipant of cash or other property with a Fair Market Value equal to theamount that would have been received with respect to the Award had the Awardfully vested upon the Change in Control of the Company, (iii) adjust theterms of the Award in a manner determined by the Committee to reflect theChange in Control of the Company, (iv) cause the Award to be assumed, ornew rights substituted therefore, by another entity, or (v) make suchother provision as the Committee may consider equitable to the Participant andin the best interests of the Company.  The term ‘Change in Control’ or ‘Changein Control of the Company’ shall mean the occurrence hereafter of any of thefollowing:

 

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(a)          Any Person, other than theCompany or an Affiliate, becomes a beneficial owner (within the meaning of Rule 13d-3,as amended, as promulgated under the Securities Exchange Act of 1934, asamended), directly or indirectly, in one or a series of transactions, ofsecurities representing more than fifty percent (50%) of the combined votingpower of the Company’s then outstanding securities;

 

(b)         The consummation of a mergeror consolidation of the Company with any other Person, other than a merger orconsolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of thesurviving entity) more than fifty percent (50%) of the combined voting power ofthe voting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation;

 

(c)          The closing of a sale orother disposition by the Company of all or substantially all of the assets ofthe Company;

 

(d)         Individuals who constitutethe Board of Directors on the date hereof (“Incumbent Directors”) cease for anyreason to constitute at least a majority of the board; provided, that anyindividual who becomes a member of the Board subsequent to the date hereof,whose election or nomination for election was approved by a vote of at leasttwo-thirds of the Incumbent Directors shall be treated as an Incumbent Directorunless he or she assumed office as a result of an actual or threatened electioncontest with respect to the election or removal of directors; or

 

(e)          A complete liquidation ordissolution of the Company;

 

provided, in each case, that such event alsoconstitutes a “change in control event” within the meaning of TreasuryRegulation Section 1.409A-3(i)(5).

 

5.             Award NotTransferable.  This Award is not transferable by the Participant otherthan by will or the laws of descent and distribution.  The naming of aDesignated Beneficiary does not constitute a transfer. The Committee may, inits sole discretion, allow the Participant to transfer this Award under adomestic 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 theCommittee for payment of, any taxes required by law to be withheld with respectto 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 anysuch tax obligations from any payment of any kind due to the Participant.

 

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

 

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

 

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9.             Data Privacy andElectronic Delivery.  By executing this Grant Agreement, theParticipant: (i) authorizes the Company, its Affiliates, and any agent ofthe Company or its Affiliates administering the Plan or providing Planrecordkeeping services, to disclose to the Company, its Affiliates orthird-party service providers such information and data as may be deemednecessary or appropriate to facilitate the grant of Awards; (ii) waivesany data privacy rights he or she may have with respect to such information;and (iii) authorizes the Company, its Affiliates, and third-party serviceproviders to store and transmit such information in electronic form.  TheParticipant agrees that the Company, its Affiliates, and their agents maydeliver electronically all documents relating to the Plan or this Award.

 

10.           Cancellation andRescission of Award.  In consideration of this Award the Participantagrees that if Participant breaches Participant’s obligations under the termsof the American Science & Engineering Employee Representation, Rightsin Data, and Non-Compete Agreement, then the Company may cancel, suspend,withhold, or otherwise limit or restrict (in whole or in part) the vesting ofthis Award.  If this Award vests prior to the occurrence or discovery bythe Company of any such breach, then the Committee may rescind the vesting ofthis Award at any time within the two (2) year period after suchvesting.  In the event of any rescission, the Participant shall pay to theCompany the amount of income recognized upon vesting of the Award in suchmanner 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 incomeagainst any amount that may be owed to the Participant.

 

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