Exhibit 10.44


 


Director Name


 


American Science & Engineering, Inc.


2005 Equity and Incentive Plan


 


Non-Employee Director Restricted Stock Award Agreement


 


American
Science & Engineering, Inc.


829
Middlesex Turnpike


Billerica,
MA 01821


 


Ladies
and Gentlemen:


 


The
undersigned (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 amended
from 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) further
acknowledges receipt of a copy of the Plan as in effect on the date hereof; and
(iii) agrees with the Company as follows:


 


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


 


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


 


3.               Meaning
of Certain Terms.  Except as
otherwise expressly provided, all terms used herein shall have the same meaning
as in the Plan.  The term “vest” as used
herein with respect to any Share means the lapsing of the forfeiture provisions
set forth in Paragraph 5 below with respect to such Share.


 


4.               Nontransferability
of Shares.  The Shares
acquired by the undersigned pursuant to this Agreement shall not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed of, except
as provided below and in the Plan.


 


5.              Forfeiture
Risk.  If the
undersigned ceases to be a Director of the Company for any reason, excluding
death (provided for in Paragraph 11 below), any then outstanding and unvested
Shares acquired by the undersigned hereunder shall be automatically and
immediately forfeited by the undersigned to the Company and available for
reissue under the Plan.  The undersigned
hereby (i) appoints the Company as the attorney-in-fact of the undersigned
to take such actions as  may be
necessary or  appropriate to effectuate a
transfer of the record ownership of any such Shares that are unvested and
forfeited hereunder, (ii) agrees to deliver to the Company, as a
precondition to the issuance of any certificate or certificates with respect to
unvested 


 

















 


Shares hereunder, one or more stock powers, endorsed in blank, with
respect to such Shares, and (iii) agrees to sign such other powers and
take such other actions as the Company may reasonably request to accomplish the
transfer or forfeiture of any unvested Shares that are forfeited hereunder.


 


6.               Retention
of Certificates.  Any
certificates representing unvested Shares shall be held by the Company.  If unvested Shares are held in book entry
form, the undersigned agrees that the Company may give stop transfer instructions
to the depository to ensure compliance with the provisions hereof.


 


7.               Vesting
of Shares; Change in Control. 
The Shares acquired hereunder shall vest in twelve (12) equal amounts
on each monthly anniversary of the grant date. 
Notwithstanding the foregoing, no Shares shall vest on any vesting date
specified above unless the undersigned is then, and since the date of grant has
continuously been, a Director of the Company. 
Notwithstanding the foregoing, if a Change in Control of the Company
occurs, then 100% of the Shares shall become vested immediately upon such
Change in Control.  The term “Change in
Control” means the occurrence hereafter of any of the following:


 


(i)            Any Person, other than the 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, as
amended), directly or indirectly, in one or a series of transactions, of
securities representing more than fifty percent (50%) of the combined voting
power of the Company’s then outstanding securities;


 


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


 


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


 


(iv)          Individuals who constitute 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 date hereof, whose election or nomination
for election was approved by a vote of at least two-thirds of the Incumbent
Directors shall be treated as an Incumbent Director unless he or she assumed
office as a result of an actual or threatened election contest with respect to
the election or removal of directors; or


 

















 


(v)           A complete liquidation or dissolution of the
Company;


 


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 legend
substantially in the following form:


 


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


 


Following the vesting of any such Shares the Company shall, by its own
action or upon the written request of the undersigned, cause a certificate or
certificates covering such Shares, without the 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 record and manifest the restrictions applicable to
such Shares.


 


9.               Dividends,
etc.  The undersigned
shall be entitled to (i) receive any and all dividends or other
distributions paid with respect to those Shares of which he is the record owner
on the record date for such dividend or other distribution, and (ii) vote
any 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”) acquired
hereunder, including without limitation a distribution of Stock by reason of a
stock dividend, stock split or otherwise, or a distribution of other securities
with respect to an associated share, shall be subject to the restrictions of
this Agreement in the same manner and for so long as the associated share
remains subject to such restrictions, and shall be promptly forfeited if and
when the associated share is so forfeited; and further provided,
that the Compensation Committee may require that any cash distribution with
respect to the Shares other than a normal cash dividend be placed in escrow or
otherwise made subject to such restrictions as the Compensation Committee deems
appropriate to carry out the intent of the Plan.  References in this Agreement to the Shares
shall refer, mutatis mutandis, to any such
restricted amounts.


 


10.         Sale of Vested Shares.  The undersigned
shall be entitled to sell, transfer, pledge, assign or otherwise encumber or
dispose of any Share once it has vested, subject to (i) satisfaction of
any applicable tax withholding requirements with respect to the vesting or
transfer of such Share; (ii) the completion of any administrative steps
(for example, 


 

















 


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


 


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


 


12.         Certain Tax Matters.  The undersigned expressly
acknowledges the following:


 


a.     The undersigned has been
advised to confer promptly with a professional tax advisor to consider whether
the undersigned should make a so-called “83(b) election” with respect to
the Shares.  Any such election, to be
effective, 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 respect
to the advisability of making such an election and makes no representations or
warranties to the undersigned regarding the tax consequences of the undersigned’s
receipt of the Shares or their vesting or sale.


 


b.     The award or vesting of the
Shares acquired hereunder, and the payment of dividends with respect to such
Shares, may give rise to “wages” subject to withholding.  The undersigned expressly acknowledges and
agrees that his rights hereunder are subject to his promptly paying to the
Company in cash (or by such other means as may be acceptable to the Company in
its discretion, including, if the Compensation Committee so determines, by the
delivery of previously acquired Stock or shares of Stock acquired hereunder or
by the withholding of amounts from any amounts payable by the Company to the
undersigned) 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 waive
all or any part of the restrictions, conditions and other provisions of this
Agreement or the Plan with regard to all or any part of the Shares held by the
undersigned.


 


14.         Governing Law.  This Agreement shall be
governed by and construed under the laws of the Commonwealth of Massachusetts
(without giving effect to any conflicts or choice of law provisions thereof
that would cause the application of the domestic substantive laws of any other
jurisdiction).


 


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


 


16.         Headings.  Descriptive headings are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.


 

















 


17.         Entire Agreement.  This Agreement, in
conjunction with the Plan, constitutes the full and entire understanding and
agreement between the parties with regard to the subject hereof and supersedes
all prior agreements and understandings, whether oral or written, with respect
thereto.


 


18.         Severability.  In case any provisions of
this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby, and each provisions of this
Agreement shall be enforced to the fullest extent permitted by law.


 


19.         Counterparts.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together will constitute one and the same
instrument.  For all purposes, signatures
delivered and exchanged by facsimile or electronic transmission shall be
binding 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: