**Exhibit 10.41**

 

[Participant’s Name]

 

**American Science & Engineering, Inc.**

**2005 Equity and Incentive Plan**

 

Restricted Stock Award Agreement

 

AmericanScience & Engineering, Inc.

829Middlesex Turnpike

Billerica,Massachusetts 01821

 

Ladiesand Gentlemen:

 

Theundersigned (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) furtheracknowledges receipt of a copy of each of the Plan as in effect on the datehereof and the most recently issued prospectus with respect to the sharesissued under the Plan; and (iii) agrees with the Company as follows:

 

1.               *EffectiveDate*.  ThisAgreement shall take effect as of [Effective Date], which is the date of grantof the Award.

 

2.               *SharesSubject to Award*.  The Awardconsists of [# of shares] shares (the “Shares”) of common stock of the Company(“Stock”).  The undersigned’s rights tothe Shares are subject to the restrictions described in this Agreement and thePlan (which is incorporated herein by reference with the same effect as if setforth herein in full) in addition to such other restrictions, if any, as may beimposed by law.

 

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

 

4.               *Nontransferabilityof Shares*.  The Sharesacquired by the undersigned pursuant to this Agreement shall not be sold,transferred, pledged, assigned or otherwise encumbered or disposed of except asprovided below and in the Plan.

 

5.               *ForfeitureRisk*.  If theundersigned ceases to be employed by the Company and its subsidiaries for anyreason, including death (except as to the proration provided for in Paragraph11 below), any then outstanding and unvested Shares acquired by the undersignedhereunder shall be automatically and immediately forfeited.  The undersigned hereby (i) appoints theCompany as the attorney-in-fact of the undersigned to take such actions as maybe necessary or appropriate to effectuate a transfer of the record ownership ofany such shares that are unvested and forfeited hereunder, (ii) agrees todeliver to the Company, as a precondition to the issuance of any certificate orcertificates with respect to unvested Shares hereunder, one or more stockpowers, endorsed in blank, with respect to such Shares, and (iii) agrees 

 

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to sign such other powers and take such other actions as the Companymay reasonably request to accomplish the transfer or forfeiture of any unvestedShares that are forfeited hereunder.

 

6.               *Retentionof Certificates*.  Anycertificates representing unvested Shares shall be held by the Company.  If unvested Shares are held in book entryform, the undersigned agrees that the Company may give stop transferinstructions to the depository to ensure compliance with the provisions hereof.

 

7.               *Vestingof 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 shall be established bythe Committee based on one or more of the following objective criteria prior tothe beginning of such Performance Period or within such period after thebeginning of the Performance Period (as defined in the Plan) as shall meet therequirements to be considered “pre-established objective performance goals” forpurposes of the regulations 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 Performance Goals have been met; restrictions on the Performance-VestedShares 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 tothe 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 tosuch unattained goals shall immediately vest, and one half (1/2) shall beautomatically and immediately forfeited.

 

8.               *Changeof Control.* Notwithstanding the foregoing, no shares shall veston any vesting date specified above unless the undersigned is then, and sincethe date of grant has continuously been, employed by the Company or itssubsidiaries.  In the event of a Changein Control, the Administrator may require that any amounts delivered, exchangedor otherwise paid in respect of outstanding and then unvested Shares be placedin escrow or otherwise made subject to such restrictions as the Administratordeems appropriate to carry out the intent of the Plan.  References in this Agreement to the Sharesshall refer, *mutatis mutandis*, to any suchrestricted amounts. The term ‘Change in Control’ or ‘Change in Control of theCompany’ shall mean the occurrence hereafter of any of the following:

 

**(a)**          Any Person, other thanthe Company 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;

 

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**(b)**         The consummation of amerger or consolidation of the Company with any other Person, other than amerger or consolidation which would result in the voting securities of theCompany outstanding immediately prior thereto continuing to represent (eitherby remaining 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;

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**(c)**          The closing of a saleor other disposition by the Company of all or substantially all of the assetsof the Company;

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**(d)**         Individuals whoconstitute the Board of Directors on the date hereof (“Incumbent Directors”)cease for any reason to constitute at least a majority of the board; provided,that any individual who becomes a member of the Board subsequent to the datehereof, whose election or nomination for election was approved by a vote of atleast two-thirds of the Incumbent Directors shall be treated as an IncumbentDirector unless he or she assumed office as a result of an actual or threatenedelection contest with respect to the election or removal of directors; or

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**(e)**          A complete liquidationor dissolution of the Company;

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**provided, in each case, that such event also constitutes a “changein control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).**

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9.               *VestingUpon Retirement.*  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 thePerformance-Vested Shares reflecting the percentage of such Option that wasaccrued by the Company on its books at the time of the Participant’s retirementdate shall immediately vest, and one half (1/2) shall be automatically andimmediately forfeited.

 

10.         *Vesting Upon Death.*  If the Participant’s employment is terminatedby reason 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, therestrictions will be lifted from such prorated portion of the Shares, and suchprorated Shares shall be freely transferable to the person(s) to whom theParticipant’s share rights pass by will or by the applicable laws of descentand distribution.

 

11.         *Legend*.  Any certificates representing unvested Sharesshall be held by the Company, and any such certificate shall contain a legendsubstantially in the following form:

 

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

 

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As soon as practicable following the vesting of any such Shares theCompany shall cause a certificate or certificates covering such Shares, withoutthe 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 recordand manifest the restrictions applicable to such Shares.

 

12.         *Dividends, etc.*  The undersigned shall be entitled to (i) receiveany and all dividends or other distributions paid with respect to those Sharesof which he is the record owner on the record date for such dividend or otherdistribution, and (ii) vote any Shares of which he is the record owner onthe record date for such vote; *provided, however*,that any property (other than cash) distributed with respect to a share ofStock (the “associated share”) acquired hereunder, including without limitationa distribution of Stock by reason of a stock dividend, stock split orotherwise, or a distribution of other securities with respect to an associatedshare, shall be subject to the restrictions of this Agreement in the samemanner and for so long as the associated share remains subject to suchrestrictions, and shall be promptly forfeited if and when the associated shareis so forfeited; * andfurther provided*, that the Administrator may require that any cashdistribution with respect to the Shares other than a normal cash dividend beplaced in escrow or otherwise made subject to such restrictions as theAdministrator deems appropriate to carry out the intent of the Plan.  References in this Agreement to the Sharesshall refer, *mutatis mutandis*, to any suchrestricted amounts.

 

13.         *Sale of Vested Shares**. *The undersigned understandsthat he will be free to sell any Share once it has vested, subject to (i) satisfactionof any 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 offederal and state securities laws.

 

14.         *Certain Tax Matters*.  The undersigned expressly acknowledges thefollowing:

 

(a)          The undersigned has been advised to confer promptlywith a professional tax advisor to consider whether the undersigned should makea so-called “83(b) election” with respect to the Shares.  Any such election, to be effective, must bemade in accordance with applicable regulations and within thirty (30) daysfollowing the date of this Award.  TheCompany has made no recommendation to the undersigned with respect to theadvisability of making such an election.

 

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(b)         The award or vesting of the Shares acquiredhereunder, and the payment of dividends with respect to such Shares, may giverise to “wages” subject to withholding. The undersigned expressly acknowledges and agrees that his rightshereunder are subject to his promptly paying to the Company in cash (or by suchother means as may be acceptable to the Company in its discretion, including,if the Administrator so determines, by the delivery of previously acquiredStock or shares of Stock acquired hereunder or by the withholding of amountsfrom any payment hereunder) all taxes required to be withheld in connectionwith 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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