Exhibit
10.43


 


AMERICAN SCIENCE AND ENGINEERING, INC.


20    
Long-Term Incentive Plan Cash Component


 


LTIP Cash
Component Agreement


 


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


 


DEFINITIONS


 


	
  Grant
  Date

  	
   

  	
  [Date]

  
	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  [Participant]

  
	
   

  	
   

  	
   

  
	
  LTIP
  Cash Component

  	
   

  	
  [$$$]

  



 


LTIP
Cash Component Schedule and Vesting:  The LTIP Cash Component (“Cash”; “Cash
Component”) shall vest upon the achievement of performance targets of the
Company, as more particularly described herein (“Performance-Vested LTIP Cash
Component”).  Specifically, the Performance-Vested LTIP Cash Component
shall become exercisable in accordance with the following terms: as soon as
practicable following the delivery to the Company of its audited financial
statements for the fiscal year, the Compensation Committee shall determine
whether 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 Company
has not met any portion of the Performance Goals prior to the 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 LTIP Cash
Component attributable to such unattained goals shall immediately vest, and one
half (1/2) shall be automatically and immediately forfeited.


 


The Performance Goals
shall be established by the Compensation Committee of the Board of Directors
based on one or more of the following objective criteria prior to the beginning
of such Performance Period or within such period after the beginning of the
Performance Period (as defined in the Plan) as shall meet the requirements to
be considered “pre-established objective performance goals” for purposes of the
regulations issued under Section 162(m) of the Code: (i) increases
in 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) or
earnings 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, goals
based on any of such measures relative to appropriate peer groups or market
indices, as more particularly outlined on Exhibit A, attached to this
Agreement and hereby incorporated by reference..


 


By acceptance of this
Award, the Participant agrees to the terms and conditions set forth above and
those attached hereto.


 


 


	
  PARTICIPANT

  	
   

  	
  AMERICAN SCIENCE AND
  ENGINEERING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
   

  
							



 

















 


AMERICAN SCIENCE AND ENGINEERING, INC. 20    
LTIP CASH COMPONENT


 


LTIP Cash Component Terms and Conditions


 


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


 


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


 


3.             Effect
of Termination of Employment.  If the Participant’s status as an
employee of the Company or an Affiliate is terminated for any reason (voluntary
or involuntary), all LTIP Cash Components that remain unvested shall upon
termination of employment immediately and irrevocably terminate, and such
unvested LTIP Cash Components shall immediately and irrevocably be
forfeited.  Notwithstanding the foregoing:


 


(a)                                  If the
Participant is on military leave, sick leave, or other leave of absence
approved by the Company or the Affiliate, his or her employment with the
Company or the Affiliate will be treated as continuing intact during the period
of such leave.  The Participant’s employment will be deemed to have
terminated on the first day after the expiration of such leave.


 


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


 


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


 


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


 

















 


(a)          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;


 


(b)         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;


 


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


 


(d)         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


 


(e)          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).


 


5.             Award Not
Transferable.  This Award is not transferable by the Participant other
than by will or the laws of descent and distribution.  The naming of a
Designated Beneficiary does not constitute a transfer. The Committee may, in
its sole discretion, allow the Participant to transfer this Award under a
domestic 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 the
Committee for payment of, any taxes required by law to be withheld with respect
to 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 any
such tax obligations from any payment of any kind due to the Participant.


 


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


 


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


 

















 


9.             Data Privacy and
Electronic Delivery.  By executing this Grant Agreement, the
Participant: (i) authorizes the Company, its Affiliates, and any agent of
the Company or its Affiliates administering the Plan or providing Plan
recordkeeping services, to disclose to the Company, its Affiliates or
third-party service providers such information and data as may be deemed
necessary or appropriate to facilitate the grant of Awards; (ii) waives
any data privacy rights he or she may have with respect to such information;
and (iii) authorizes the Company, its Affiliates, and third-party service
providers to store and transmit such information in electronic form.  The
Participant agrees that the Company, its Affiliates, and their agents may
deliver electronically all documents relating to the Plan or this Award.


 


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