Exhibit 10.45


 


AMERICAN
SCIENCE AND ENGINEERING, INC.


NON-STATUTORY
STOCK OPTION AGREEMENT


FOR DIRECTORS


 


AGREEMENT made as of the Grant Date (as defined below),
by and between AMERICAN SCIENCE AND ENGINEERING, INC., a corporation duly
organized under the laws of The Commonwealth of Massachusetts (the “Company”),
and the Director (as defined below).


 


NOW, THEREFORE, for and in consideration of the mutual
covenants hereinafter set forth and for other good and valuable consideration,
it is agreed as follows:


 


DEFINITIONS


 


	
   “Grant Date”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   “Director”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   “Options Granted”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   “Exercise Price”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  All of the Options granted shall vest on the first anniversary of the
  Grant Date provided that the Director remains in office and continues
  to serve as a Director on the first anniversary of the Grant Date. 

  
	
   “Vesting Schedule”

  



 


1.  GRANT OF
OPTION.  The Company hereby grants to
the Director a non-statutory stock option (the “Option”) to purchase the number
of shares of its common stock equal to the number of Options Granted at the
Exercise Price, the Exercise Price being 100% of the closing price of the
common stock on the NASDAQ National Market on the date hereof.  The Director’s right to purchase said stock
shall be exercised in the manner and subject to the terms and conditions
hereinafter provided.  The Company shall,
at all times while the Option is in force, reserve such number of shares of
common stock as will be sufficient to satisfy the requirements of this
Agreement.


 


2.  TIME OF
EXERCISE OF THE OPTION.   The Option
shall vest, and may be exercised, in accordance with the Vesting Schedule Set
out above.  The Option shall terminate
and shall no longer be exercisable on and after the tenth anniversary of  the Grant Date.


 


3.  METHOD OF EXERCISE.


 


(a)   The
Option may be exercised in whole or in part from time to time by written notice
to the Company stating the number of shares with respect to which the Option is
being exercised.  Stock purchased under
the Option shall at the time of exercise be paid 


 

















 


in full.  The Company shall deliver to the Director the
shares exercised as soon as reasonably practicable.  The Company shall, without transfer or issue
tax to the Director (or other person entitled to exercise the Option), deliver
to the Director (or other person entitled to exercise the Option) at the main
office of the Company, or such other place as shall be mutually acceptable, a
certificate or certificates for such shares (as the number of such shares may
be reduced subject to subsection (c) below) out of theretofore authorized
but unissued shares or reacquired shares of its common stock, as the Company
may elect, against payment of the Option price in full for the number of shares
to be delivered by certified or bank cashier’s check or the equivalent thereof
acceptable to the Company (including, but not limited to, shares of capital
stock of the Company); provided, however, that the time of such delivery may be
postponed by the Company for such period as may be required for it with reasonable
diligence to comply with any applicable listing requirements of any national
securities exchange.  If the Director (or
other person entitled to exercise the Option) fails to accept delivery of and
pay for all or any part of the number of shares specified in such notice upon
tender of delivery thereof, his right to exercise the Option with respect to
such undelivered shares may be terminated by the Board.


 


(b)  
Promptly upon receipt of the written notice provided for in subsection (a) above,
the Board shall, with the assistance of appropriate employees of the Company,
determine if any portion of such intended exercise (the “Disallowance Portion”)
may reasonably be expected to result in receipt of compensation by the Director
as to which the Company will not be allowed to claim a deduction in respect of
the Company’s taxable year during which such exercise occurs, when the amount
of remuneration attributable to such exercise is taken together with the
Director’s base salary and the reasonably likely cash and stock bonuses payable
to him in respect of such taxable year, pursuant to Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder.


 


(c)   The
Board shall promptly notify the Director of its determination as to the Disallowance
Portion, and, the exercise contemplated by the written notice in subsection (a) shall
be deemed to be reduced by the number of shares in the Disallowance Portion.


 


4.  TERMINATION
OF DIRECTORSHIP.  The Director may,
at any time within thirty-six (36) months after the date of termination of his
service as a Director of the Company for any reason other than cause (as
allowed under the 2005 Equity and Incentive Plan), but not later than the date
of expiration of the Option, exercise the Option to the extent he was entitled
to do so on the date of termination.  The
Director may, at any time within three (3) months after the date of
termination of his service as a Director of the Company for cause, but not
later than the date of expiration of the Option,  exercise the Option to the extent he was
entitled to do so on the date of termination. 
If the Option or any portion of the Option is not so exercised, or if
the Director shall be deemed not to be entitled to exercise it or any portion
thereof, the Option or portion thereof shall terminate.


 


Nothing in this Agreement shall confer on the Director
any right to continue as a Director of the Company or be deemed a waiver or
modification of any provision contained in any agreement between the Director
and the Company.


 

















 


5.  EXERCISE
BY REPRESENTATIVE, ETC.  If the
Director dies while serving as a Director of the Company or within three months
after voluntary termination of service as a Director, the person or persons to
whom the Option is transferred by will or the laws of descent and distribution
may, at any time within one year after the date of death but not later than the
date of expiration of the Option, exercise the Option to the extent the
Director was entitled to do so on the date of his death.  If the Option or any portion of the Option of
the deceased Director is not so exercised, it shall terminate.


 


6.  NON-TRANSFERABILITY
OF OPTION.  The Option may not be
transferred except by will or by the laws of descent and distribution nor may
it be otherwise assigned, transferred, pledged, hypothecated or disposed of in
any way (by operation of law or otherwise) and it shall not be subject to
execution, attachment or similar process. 
During the lifetime of the Director, the Option may be exercised only by
the Director or the Director’s duly appointed guardian or personal
representative.


 


7.  CHANGES IN
COMMON STOCK.  In the event of any
reorganization, recapitalization, stock split, stock dividend, merger,
consolidation, combination of shares or other change affecting the Company’s
common stock, the Board shall make adjustments in the number and kind of
securities to be subject to the Option in order to reflect as closely as
possible the intent, purpose and relative number of shares of Company common
stock covered by the Option, such adjustments to be consistent with adjustments
made with respect to options held by employees and other directors of the
Company.  Any such adjustment made by the
Board shall be conclusive.  This
Agreement shall not affect the right of the Company to reclassify, recapitalize
or otherwise change its capital or debt structure or to merge, consolidate,
convey any or all of its assets, dissolve, or liquidate, wind up or otherwise
reorganize.


 


8.  RESTRICTION
ON ISSUANCE OF SHARES.  The Company
shall not be obligated to sell or issue any shares pursuant to the Option
unless the shares with respect to which the Option is being exercised are at
that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended.


 


9.  RIGHTS AS
A STOCKHOLDER.  The Director shall
have no rights as a stockholder with respect to any shares covered by the
Option until the date of issuance of a stock certificate to the Director for
such shares.  No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.


 


10.  WITHHOLDING.  The Company shall have the right to deduct
any sums that federal, state or local tax law requires to be withheld with
respect to the exercise of the Option. 
In the alternative, the Director or other person exercising the Option
may elect to pay such sums to the Company either by check or with capital stock
of the Company by delivering written notice of that election to the Clerk of
the Company no less than 30 days nor more than 60 days prior to exercise. There
is no obligation hereunder that the Director be advised of the amount which the
Company will be required to withhold.


 

















 


11.  INTERPRETATION
OF PLAN AND OPTION.  Questions of
interpretation and application of this Agreement shall be determined by a
majority of the Board, and the determinations of such majority shall be final
and binding upon all persons.


 


12.  ACCELERATION
OF VESTING.  Notwithstanding anything
herein to the contrary, the options granted hereby shall vest immediately upon
any Change in Control of the Company.  In
the event of a Change in Control triggering immediate vesting as provided in
this Section, the Optionee may exchange his or her options for Common Stock as
provided in this Agreement and participate in the Change of Control transaction
pari pasu with other stockholders of the Company.  The term “Change in Control” 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).


 


EXECUTED as a sealed instrument as of the Grant Date.


 


AMERICAN SCIENCE AND
 ENGINEERING, INC.


 


 


	
  By

  	
   

  	
   

  	
   

  
	
  Authorized Person

  	
   

  	
                                 ,
  Director