Exhibit 10.41


 


[Participant’s Name]


 


American Science & Engineering, Inc.


2005 Equity and Incentive Plan


 


Restricted Stock Award Agreement


 


American
Science & Engineering, Inc.


829
Middlesex Turnpike


Billerica,
Massachusetts 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 (the “Plan”),
subject to the terms set forth below and in the Plan; (ii) further
acknowledges receipt of a copy of each of the Plan as in effect on the date
hereof and the most recently issued prospectus with respect to the shares
issued under the Plan; and (iii) agrees with the Company as follows:


 


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


 


2.               Shares
Subject to Award.  The Award
consists of [# of shares] 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 restrictions
described herein 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 employed by the Company and its subsidiaries for any
reason, including death (except as to the proration provided for in Paragraph
11 below), any then outstanding and unvested Shares acquired by the undersigned
hereunder shall be automatically and immediately forfeited.  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 


 


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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.  The Shares
acquired hereunder shall vest upon the achievement of performance targets of
the Company, as more particularly described herein (“Performance-Vested Shares”).  The Performance Goals shall be established by
the Committee 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. The restrictions on Performance-Vested Shares shall lapse 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 have been met; restrictions on the Performance-Vested
Shares 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 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 Shares attributable to
such unattained goals shall immediately vest, and one half (1/2) shall be
automatically and immediately forfeited.


 


8.               Change
of Control. 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, employed by the Company or its
subsidiaries.  In the event of a Change
in Control, the Administrator may require that any amounts delivered, exchanged
or otherwise paid in respect of outstanding and then unvested Shares be placed
in escrow or otherwise made subject to such restrictions as the Administrator
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. 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;


 


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(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).


 


9.               Vesting
Upon Retirement.  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
Performance-Vested Shares reflecting the percentage of such Option 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.


 


10.         Vesting Upon Death.  If the Participant’s employment is terminated
by reason of his or her death, the Shares shall become vested, and the
restrictions lifted, on a prorated basis reflecting the percentage of such
Shares that was accrued by the Company on its books at the time of the
Participant’s death.  In such event, the
restrictions will be lifted from such prorated portion of the Shares, and such
prorated Shares shall be freely transferable to the person(s) to whom the
Participant’s share rights pass by will or by the applicable laws of descent
and distribution.


 


11.         Legend.  Any certificates representing unvested Shares
shall be held by the Company, and any such certificate 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 AMERICAN
SCIENCE & ENGINEERING, INC, 2005 EQUITY AND INCENTIVE PLAN AND A
RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND
AMERICAN SCIENCE & ENGINEERING, INC. 
COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF AMERICAN
SCIENCE & ENGINEERING, INC.


 


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As soon as practicable following the vesting of any such Shares the
Company shall 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.


 


12.         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 Administrator 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
Administrator 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.


 


13.         Sale of Vested Shares.  The undersigned understands
that he will be free to sell 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.


 


14.         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.


 


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(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 Administrator so determines, by the delivery of previously acquired
Stock or shares of Stock acquired hereunder or by the withholding of amounts
from any payment hereunder) all taxes required to be withheld in connection
with 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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