**Exhibit 10.44**

 

**Director Name**

 

American Science & Engineering, Inc.

2005 Equity and Incentive Plan

 

**Non-Employee Director Restricted Stock Award Agreement**

 

AmericanScience & Engineering, Inc.

829Middlesex Turnpike

Billerica,MA 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 (as amendedfrom time to time, the “Plan”) as a non-employee Director of the Company,subject to the terms set forth below and in the Plan; (ii) furtheracknowledges receipt of a copy of the Plan as in effect on the date hereof; and(iii) agrees with the Company as follows:

 

1.               ***EffectiveDate*****.**  This Agreement shall take effect as of**                              ,**which is the date of grant of the Award.

 

2.               ***SharesSubject to Award*****. **The Awardconsists of           ****shares (the “Shares”) of common stock of the Company (“Stock”).  The undersigned’s rights to the Shares aresubject to the restrictions described in this Agreement and the Plan (which isincorporated herein by reference with the same effect as if set forth herein infull) in addition to such other restrictions, if any, as may be imposed 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 forfeiture provisionsset forth in Paragraph 5 below 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, exceptas provided below and in the Plan.

 

**5.****             *****ForfeitureRisk*****. **If theundersigned ceases to be a Director of the Company for any reason, excludingdeath (provided for in Paragraph 11 below), any then outstanding and unvestedShares acquired by the undersigned hereunder shall be automatically andimmediately forfeited by the undersigned to the Company and available forreissue under the Plan.  The undersignedhereby (i) appoints the Company as the attorney-in-fact of the undersignedto take such actions as****may benecessary 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 

 

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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.               ***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 transfer instructionsto the depository to ensure compliance with the provisions hereof.

 

7.               ***Vestingof Shares; Change in Control*****. **The Shares acquired hereunder shall vest in twelve (12) equal amountson each monthly anniversary of the grant date. 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, a Director of the Company. Notwithstanding the foregoing, if a Change in Control of the Companyoccurs, then 100% of the Shares shall become vested immediately upon suchChange in Control.  The term “Change inControl” means the occurrence hereafter of any of the following:

 

(i)            Any Person, other than the Company or anAffiliate, 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;

 

(ii)           The consummation of a merger or consolidation ofthe Company with any other Person, other than a merger or consolidation whichwould result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) more than fiftypercent (50%) of the combined voting power of the voting securities of theCompany or such surviving entity outstanding immediately after such merger orconsolidation;

 

(iii)          The closing of a sale or other disposition bythe Company of all or substantially all of the assets of the Company;

 

(iv)          Individuals who constitute the Board of Directorson the date hereof (“Incumbent Directors”) cease for any reason to constituteat least a majority of the board; provided, that any individual who becomes amember of the Board subsequent to the date hereof, whose election or nominationfor election was approved by a vote of at least two-thirds of the IncumbentDirectors shall be treated as an Incumbent Director unless he or she assumedoffice as a result of an actual or threatened election contest with respect tothe election or removal of directors; or

 

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(v)           A complete liquidation or dissolution of theCompany;

 

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

 

8.               ***Legend.*** Any certificates representing unvested Shares 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 THE 2005EQUITY AND INCENTIVE PLAN OF AMERICAN SCIENCE AND ENGINEERING, INC. AND ARESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER ANDAMERICAN SCIENCE AND ENGINEERING, INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF AMERICANSCIENCE & ENGINEERING, INC.

 

Following the vesting of any such Shares the Company shall, by its ownaction or upon the written request of the undersigned, cause a certificate orcertificates covering such Shares, without the aforesaid legend, to be issuedand delivered to the undersigned.  If anyShares are held in book-entry form, the Company may take such steps as it deemsnecessary or appropriate to record and manifest the restrictions applicable tosuch 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 is the record owneron the record date for such dividend or other distribution, and (ii) voteany Shares of which he is the record owner on the record date for such vote; *provided, however*, that any property (other than cash)distributed with respect to a share of Stock (the “associated share”) acquiredhereunder, including without limitation a distribution of Stock by reason of astock dividend, stock split or otherwise, or a distribution of other securitieswith respect to an associated share, shall be subject to the restrictions ofthis Agreement in the same manner and for so long as the associated shareremains subject to such restrictions, and shall be promptly forfeited if andwhen the associated share is so forfeited;*and further provided*,that the Compensation Committee may require that any cash distribution withrespect to the Shares other than a normal cash dividend be placed in escrow orotherwise made subject to such restrictions as the Compensation Committee deemsappropriate to carry out the intent of the Plan.  References in this Agreement to the Sharesshall refer, *mutatis mutandis*, to any suchrestricted amounts.

 

10.         ***Sale of Vested Shares*****.* ***The undersignedshall be entitled to sell, transfer, pledge, assign or otherwise encumber ordispose of 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, 

 

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but without limitation, the transfer of certificates) that the Companymay reasonably impose; and (iii) applicable requirements of federal andstate securities laws.

 

11.         ***Vesting Upon Death*****. **If the Director isterminated by reason of his or her death, then 100% of the Shares shall becomevested in full, and the restrictions lifted. In such event, the restrictions will be lifted from the Shares, and the Sharesshall be freely transferable to the person(s) to whom the Director’s sharerights pass by will or by the applicable laws of descent and distribution.

 

12.         ***Certain Tax Matters*****. **The undersigned expresslyacknowledges the following:

 

a.     The undersigned has beenadvised to confer promptly with a professional tax advisor to consider whetherthe undersigned should make a so-called “83(b) election” with respect tothe Shares.  Any such election, to beeffective, must be made in accordance with applicable regulations and within thirty(30) days following the date of this Award. The Company has made no recommendation to the undersigned with respectto the advisability of making such an election and makes no representations orwarranties to the undersigned regarding the tax consequences of the undersigned’sreceipt of the Shares or their vesting or sale.

 

b.     The award or vesting of theShares acquired hereunder, and the payment of dividends with respect to suchShares, may give rise to “wages” subject to withholding.  The undersigned expressly acknowledges andagrees that his rights hereunder are subject to his promptly paying to theCompany in cash (or by such other means as may be acceptable to the Company inits discretion, including, if the Compensation Committee so determines, by thedelivery of previously acquired Stock or shares of Stock acquired hereunder orby the withholding of amounts from any amounts payable by the Company to theundersigned) all taxes required to be withheld in connection with such award,vesting or payment.

 

13.         ***Waivers and Amendments*****. **The Compensation Committee,in its sole discretion, shall have the right at any time immediately to waiveall or any part of the restrictions, conditions and other provisions of thisAgreement or the Plan with regard to all or any part of the Shares held by theundersigned.

 

14.         ***Governing Law*****. **This Agreement shall begoverned by and construed under the laws of the Commonwealth of Massachusetts(without giving effect to any conflicts or choice of law provisions thereofthat would cause the application of the domestic substantive laws of any otherjurisdiction).

 

**15.****      *****Successors and Assigns*****. **Except as otherwiseexpressly provided herein, the provisions hereof shall inure to the benefit of,and be binding upon, the successors, assigned, heirs, executors andadministrators of the parties hereto.

 

16.         ***Headings*****. **Descriptive headings are forconvenience only and shall not control or affect the meaning or construction ofany provision of this Agreement.

 

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17.         ***Entire Agreement*****. **This Agreement, inconjunction with the Plan, constitutes the full and entire understanding andagreement between the parties with regard to the subject hereof and supersedesall prior agreements and understandings, whether oral or written, with respectthereto.

 

18.         ***Severability*****. **In case any provisions ofthis Agreement shall be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions of this Agreement shallnot in any way be affected or impaired thereby, and each provisions of thisAgreement shall be enforced to the fullest extent permitted by law.

 

19.         ***Counterparts*****. **This Agreement may beexecuted in any number of counterparts, each of which shall be deemed anoriginal, but all of which together will constitute one and the sameinstrument.  For all purposes, signaturesdelivered and exchanged by facsimile or electronic transmission shall bebinding and effective to the same extent as original signatures.

 
|                                    | Very  truly yours,                |
|-----------------------------------------|-----------------------------------|
|                                    |                              |
|                                    |                              |
|                                    |                              |
|                                    | Name:                             |
|                                    | Title:    Director |
|                                    |                              |
|                                    |
| Dated:                                  |                              |   |
|                                    |                              |
|                                    |                              |
| The  foregoing Restricted Stock         |                              |
| Award  Agreement is hereby accepted:    |                              |
|                                    |                              |
| AMERICAN  SCIENCE AND ENGINEERING, INC. |                              |
|                                    |                              |
|                                    |                              |
| By:                                     |                              |   |
|                                    | Name:                             |   |
|                                    | Title:                            |   |
|                                         |                                   |  |  |  |

 

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