EXHIBIT No. 10.1


 


INDEMNIFICATION AGREEMENT


 


This
Agreement is made as of the
           day of
              ,
2010, by and between American Science and Engineering, Inc., a
Massachusetts corporation (the “Corporation”), and
                                      
(“Indemnitee”), a director or officer of the Corporation.


 


WHEREAS,
it is essential to the Corporation to retain and attract as directors and
officers the most capable persons available, and


 


WHEREAS,
the prevailing, significant level of corporate litigation subjects directors
and officers to expensive litigation risks, and


 


WHEREAS,
it is the policy of the Corporation to indemnify its directors and officers so
as to provide them with the maximum protection permitted by law, and


 


WHEREAS, Indemnitee
does not regard the protection available under the Corporation’s Bylaws and
insurance as adequate in the present circumstances, and may not be willing to
serve or continue to serve as a director or officer of the Corporation without
adequate protection, and


 


WHEREAS,
the Corporation desires Indemnitee to serve, or continue to serve, as a
director or officer of the Corporation.


 


NOW
THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, the Corporation and Indemnitee do hereby agree as follows:


 


1.                                       Agreement to
Serve.  Indemnitee agrees to serve or
continue to serve as a director or officer of the Corporation for so long as
Indemnitee is duly elected or appointed, or until his or her earlier death,
resignation or removal.


 


2.                                       Definitions.  As used in this Agreement:


 


(a)                                  The term “Articles of
Organization” shall mean the Articles of Organization of the Corporation, as
amended and/or restated from time to time.


 


(b)                                 The term “Board of Directors”
shall mean the Board of Directors of the Corporation.


 


(c)                                  The term “Bylaws” means the
Bylaws of the Corporation, as amended and/or restated from time to time.


 


(d)                                 The term “Change in Control”
shall mean any of the following:


 


(i)                                     Any Person, other than the
Corporation 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 Corporation’s then outstanding securities;


 


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(ii)                                  The consummation of a merger
or consolidation of the Corporation with any other Person, other than a merger
or consolidation which would result in the voting securities of the Corporation
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 Corporation or such surviving entity outstanding
immediately after such merger or consolidation;


 


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


 


(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.


 


For
purposes of the foregoing definition, “Affiliate” any business entity in which
the Corporation holds, directly or indirectly, an equity, profits, or voting
interest of 30% or more, and includes any subsidiary, and the term “Person”
shall mean means an individual, a corporation, a limited liability company, an
association, a partnership, an estate, a trust and any other entity or
organization (including a group within the meaning of Sections 13(d) or
14(d)(2) of the Securities Exchange Act of 1934, as amended), other than
the Company or any of its Affiliates.


 


(e)                                  The term “Common Stock”
shall mean the common stock of the Corporation, $.66 2/3 par value per
share.


 


(f)                                    The term “Corporate Status”
shall mean the status of a person who is or was, or has agreed to become, a
director or officer of the Corporation or who, while a director or officer of
the Corporation, is or was serving at the Corporation’s request as a director,
officer, fiduciary, partner, trustee, employee or agent of, or in a similar
capacity with, another corporation, partnership, joint venture, trust, employee
benefit plan or other entity.  A director
or officer is considered to be serving an employee benefit plan at the
Corporation’s request if his or her duties to the Corporation also impose
duties on, or otherwise involve services by, him or her to the plan or to
participants in or beneficiaries of the plan.


 


(g)                                 The term “Disinterested
Director” shall mean a director of the Corporation who, at the time of a vote
referred to in Paragraph 9, is not (i) a party to the Proceeding, or (ii) an
individual having a familial, financial, professional or employment
relationship with Indemnitee, which relationship would, in the circumstances,
reasonably be expected to exert an influence on the director’s judgment when
voting on the decision being made.


 


(h)                                 The term “Expenses” shall
include, without limitation, attorneys’ fees, retainers, court costs,
transcript costs, fees and expenses of experts, travel expenses, duplicating 


 


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costs, printing and binding costs, telephone and
telecopy charges, postage, delivery service fees and other disbursements or
expenses of the type customarily incurred in connection with a Proceeding, but
shall not include the amount of judgments, fines or penalties against
Indemnitee or amounts paid in settlement in connection with such matters.


 


(i)                                     The term “Independent
Counsel” shall mean a law firm, or a member or employee of a law firm or an
individual lawyer, that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been, retained to
represent:  (i) the Corporation or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Corporation or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. 
The Corporation agrees to pay the reasonable fees and expenses of the
Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.


 


(j)                                     The term “Liability” shall
mean the obligation to pay a judgment, settlement, penalty, fine (including an
excise tax assessed with respect to an employee benefit plan) and all Expenses
actually and reasonably incurred in connection with a Proceeding.


 


(k)                                  The term “Proceeding” shall
mean any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative and whether
formal or informal, including without limitation any alternative dispute
resolution mechanism, any tax audit and any internal corporate investigation.


 


3.                                       Indemnification.


 


(a)                                  Subject to Paragraphs 4, 7
and 9, the Corporation shall, to the fullest extent permitted by law (as such
may be amended from time to time), indemnify Indemnitee in connection with any
Proceeding as to which Indemnitee is, was or is threatened to be made a party
(or is otherwise involved) by reason of Indemnitee’s Corporate Status.  In furtherance of the foregoing and without
limiting the generality thereof:


 


(i)                                     the Corporation
shall indemnify Indemnitee if Indemnitee was, is or is threatened to be made a
defendant or respondent in a Proceeding because of Indemnitee’s Corporate
Status as a director of the Corporation against Liability incurred in the
Proceeding if (A) (1) Indemnitee conducted himself or herself in good
faith, and (2) Indemnitee reasonably believed that his or her conduct was
in the best interests of the Corporation or that his or her conduct was at
least not opposed to the best interests of the Corporation, and (3) in the
case of any criminal proceeding, Indemnitee had no reasonable cause to
believe his or her conduct was unlawful, or (B) Indemnitee engaged in
conduct for which Indemnitee shall not be liable under a provision of the
Articles of Organization authorized by Section 2.02(b)(4) of Chapter
156D of the General Laws of the Commonwealth of Massachusetts (“Chapter 156D”)
or any successor provision to such Section; and


 


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(ii)                                  the Corporation
shall indemnify Indemnitee if Indemnitee was, is or is threatened to be made a
defendant or respondent in a Proceeding because of Indemnitee’s Corporate
Status as an officer of the Corporation against Liability incurred in the
Proceeding if (A) Indemnitee met the standard of conduct set forth in
clause (A) of Paragraph 3(a)(i) or (B) Indemnitee engaged in
conduct for which a director of the Corporation would not be liable under a
provision of the Articles of Organization authorized by Section 2.02(b)(4) of
Chapter 156D or any successor provision to such Section.


 


(b)                                 Indemnitee’s conduct with
respect to an employee benefit plan for a purpose Indemnitee reasonably
believed to be in the interests of the participants in, and the beneficiaries
of, the plan is conduct that satisfies the requirement that Indemnitee’s conduct
was at least not opposed to the best interests of the Corporation.


 


(c)                                  The termination of a
Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, is not, of itself, determinative that
Indemnitee did not meet the relevant standard of conduct described in this
Paragraph 3.


 


4.                                       Exceptions to Right of
Indemnification and Advancement.  Notwithstanding anything to the contrary in
this Agreement, except as set forth in Paragraphs 10 and 11:


 


(a)                                  the Corporation shall not
indemnify, or advance Expenses to, Indemnitee in connection with a
Proceeding (or part thereof) initiated by Indemnitee unless (i) the
initiation thereof was approved by the Board of Directors or (ii) the
Indemnitee has been wholly successful, on the merits or otherwise, in such
Proceeding; and


 


(b)                                 the Corporation shall not be
required to make an indemnification payment to Indemnitee to the extent
Indemnitee has otherwise actually received such payment under any insurance
policy, agreement or otherwise, and in the event the Corporation makes any
indemnification payment to Indemnitee and Indemnitee is subsequently reimbursed
from the proceeds of insurance, Indemnitee shall promptly refund such
indemnification payment to the Corporation to the extent of such insurance
reimbursement.


 


5.                                       Indemnification of Expenses
of Successful Party. 
Notwithstanding any other provision of this Agreement, in addition to
and not in limitation of the rights set forth in Paragraph 3, to the extent
that Indemnitee has been wholly successful, on the merits or otherwise, in the
defense of any Proceeding to which Indemnitee was a party because of Indemnitee’s
Corporate Status, Indemnitee shall be indemnified, to the fullest extent
permitted by law (as such may be amended from time to time), against all
reasonable Expenses incurred by Indemnitee or on Indemnitee’s behalf in
connection therewith. For purposes of this Paragraph 5 and Paragraph 13 and
without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 


6.                                       Indemnification
for Expenses of a Witness. 
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in
any Proceeding to which Indemnitee is not a party, Indemnitee shall be
indemnified 


 


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against
all Expenses actually and reasonably incurred by or on behalf of Indemnitee in
connection therewith.


 


7.                                       Notification
and Defense of Claim.


 


(a)                                  Indemnitee shall notify the
Corporation in writing as soon as practicable of any Proceeding for which
indemnity will or could be sought by Indemnitee and provide the Corporation
with a copy of any summons, citation, subpoena, complaint, indictment,
information or other document relating to such Proceeding with which Indemnitee
is served; provided, however, that Indemnitee’s failure to so notify or provide
copies to the Corporation will not excuse the Corporation from its obligations
under this Agreement, except to the extent such failure actually prejudices the
Corporation. The Corporation will be entitled to participate in any such
Proceeding at its own expense. 
Indemnitee shall have the right to engage Indemnitee’s own counsel in
connection with such Proceeding. 
Indemnitee’s counsel shall cooperate reasonably with the Corporation’s
counsel to achieve an appropriate result without undue duplication of cost in
the defense of claims against the Corporation and Indemnitee.


 


(b)                                 The Corporation shall not be
required to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any Proceeding effected without the Corporation’s written consent.  The Corporation shall not settle any
Proceeding in any manner that would impose any penalty or limitation on
Indemnitee without Indemnitee’s written consent.  Neither the Corporation nor Indemnitee will
unreasonably withhold, restrict or delay consent to any proposed
settlement.  Without limiting the
foregoing, neither the Corporation nor the Indemnitee will be deemed to have
unreasonably withheld, restricted or delayed its consent if it, he or she (as
applicable) provides such consent within 30 days of a request by the other
party.


 


8.                                       Advancement of Expenses.  The Corporation shall advance any and all
Expenses incurred by or on behalf of the Indemnitee in connection with a
Proceeding within 30 days after receipt by the Corporation of a written request
for advancement of Expenses (including in such request such documentation and
information as is reasonably available to Indemnitee with respect to such
Proceeding); provided, however, that the payment of such Expenses incurred by
Indemnitee or on his or her behalf in advance of the final disposition of such
Proceeding shall be made only upon receipt of (i) a written affirmation of
Indemnitee’s good faith belief that Indemnitee has met the applicable standard
of conduct described in Paragraph 3 or that the Proceeding involves conduct for
which Liability has been eliminated for directors of the Corporation under a
provision of the Articles of Organization as authorized by Section 2.02(b)(4) of
Chapter 156D or any successor provision to such Section and (ii) an
unlimited undertaking by or on behalf of Indemnitee to repay all amounts so
advanced in the event that it shall ultimately be determined (after all rights
to appeal have been exhausted or lapsed or waived) that Indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Agreement
(such affirmation and undertaking to contain only such terms as are required by
the applicable provisions of Chapter 156D). 
The undertaking referred to in clause (ii) above shall be an
unlimited, unsecured general obligation of Indemnitee, and shall be accepted
without reference to Indemnitee’s financial ability to make repayment.  Any advances and undertakings to repay shall
be interest-free.  A sample form of
written request for advancement of Expenses is attached hereto as Attachment A.


 


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9.                                       Procedures.


 


(a)                                  In order to obtain
indemnification pursuant to this Agreement, Indemnitee shall submit to the
Corporation a written request, including in such request such documentation and
information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification.  A sample form of written
request for indemnification is attached hereto as Attachment B. Any such
indemnification shall be made promptly, and in any event within 60 days after
receipt by the Corporation of the written request of Indemnitee, subject to the
provisions of Subparagraphs 9(b) and 9(d) below.


 


(b)                                 With respect to requests for
indemnification under Paragraph 3 (but for avoidance of doubt, not with respect
to requests for advancement of Expenses pursuant to Paragraph 8), except as set
forth in Paragraph 11, no indemnification shall be made under this Agreement
unless it is determined that Indemnitee has met the applicable standard of
conduct set forth in Paragraph 3. 
Subject to Subparagraph 9(c), the determination of whether Indemnitee
has met the applicable standard of conduct set forth in Paragraph 3, and any
determination that Expenses that have been advanced pursuant to Paragraph 8
must be subsequently repaid to the Corporation, shall be made in each instance (i) if
there are two or more Disinterested Directors, by the Board of Directors by a
majority vote of all the Disinterested Directors, a majority of whom shall for
such purpose constitute a quorum, or by a majority of the members of a
committee of two or more Disinterested Directors appointed by such vote; (ii) by
special legal counsel (A) selected in the manner prescribed in clause (i),
or (B) if there are fewer than two Disinterested Directors, selected by
the Board of Directors, in which selection directors who do not qualify as
Disinterested Directors may participate, or (iii) by the shareholders of
the Corporation (but shares owned by or voted under the control of a director
who at the time does not qualify as a Disinterested Director may not be voted
on the determination).  Such
determination shall be made within the 60-day period referred to in Subparagraph 9(a) (unless
extended by mutual agreement by the Corporation and Indemnitee).  For the purpose of the foregoing
determination with respect to requests for indemnification under
Paragraph 3 or repayment of advanced Expenses, Indemnitee shall be entitled
to a presumption that he or she has met the applicable standard of conduct set
forth in Paragraph 3 and is entitled to indemnification.  The Corporation acknowledges that Indemnitee
may settle a Proceeding in order to avoid expense, delay, distraction,
disruption and uncertainty and that, therefore, any such settlement (with or
without payment of money or other consideration) shall not in and of itself
overcome the presumption set forth above.


 


(c)                                  Notwithstanding anything to
the contrary set forth in this Agreement, if a request for indemnification
pursuant to Paragraph 3 is made after a Change in Control, at the election of
Indemnitee made in writing to the Corporation, the determination required to be
made pursuant to Subparagraph 9(b) above as to whether Indemnitee has met
the applicable standard of conduct or is required to repay advanced Expenses
shall be made by Independent Counsel. 
The Independent Counsel shall be selected in the manner prescribed in clause
(ii) of Subparagraph 9(b).  Within 10
days after written notice of selection shall have been given, Indemnitee
may deliver to the Corporation, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Paragraph 2, 


 


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and
the objection shall set forth with particularity the factual basis for such
assertion.  Absent a proper and timely
objection, the person so selected shall act as Independent Counsel.  If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. 
If, within 20 days after submission by Indemnitee of a written request
for Independent Counsel, no Independent Counsel shall have been selected (or,
if selected, an objection shall have been filed within the 10 day objection
period specified above), either the Corporation or Indemnitee may petition any
court of competent jurisdiction for resolution of any objection which shall
have been made by Indemnitee to the Corporation’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the
person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under this Subparagraph 9(c).  The Corporation shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to this Subparagraph
9(c), and the Corporation shall pay all reasonable fees and expenses incident
to the procedures of this Subparagraph 9(c), regardless of the manner in which
such Independent Counsel was selected or appointed.


 


(d)                                 Indemnitee shall cooperate
with the person, persons or entity making the determination with respect to
Indemnitee’s entitlement to indemnification under this Agreement, including
providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any
costs or expenses (including attorney’s fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Corporation (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the
Corporation hereby indemnifies and agrees to hold Indemnitee harmless
therefrom. Indemnitee shall reasonably cooperate with the Corporation, its
counsel and its insurers in any Proceeding as to which the Indemnitee is being
indemnified by the Corporation, including without limitation providing the
Corporation or its counsel or insurer with any factual information or
documentation under the Indemnitee’s ownership, control or knowledge requested
by any of such parties.


 


(e)                                  Indemnitee shall be deemed
to have acted in good faith if Indemnitee’s action is based on the records or
books of account of the Corporation or its affiliates, including financial
statements, or on information supplied to Indemnitee by the officers of the
Corporation or its affiliates in the course of their duties, or on the advice
of legal counsel for the Corporation or its affiliates or on information or
records given or reports made to the Corporation or its affiliates by an
independent certified public accountant or by an appraiser or other expert
selected with the reasonable care by the Corporation or its affiliates.  The provisions of this Subparagraph 9(e) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.


 


(f)                                    The knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the
Corporation or its affiliates shall not be imputed to Indemnitee for purposes
of determining the right to indemnification under this Agreement.


 


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10.                                 Right to Seek Court-Ordered
Indemnification and Advance of Expenses. Nothing contained in this
Agreement shall abrogate or limit the right of Indemnitee to apply to a court
of competent jurisdiction for indemnification or an advance of Expenses to the
extent permitted by Section 8.54 of Chapter 156D or any successor Section thereto
that increases the scope of permitted indemnification.  In such event, Indemnitee’s reasonable
Expenses incurred in connection with successfully establishing his or her right
to indemnification or advance of Expenses, in whole or in part, in any such
Proceeding shall also be reimbursed to the Indemnitee or otherwise indemnified
by the Corporation.


 


11.                                 Remedies.  The right to indemnification and advancement
of Expenses as provided by this Agreement shall be enforceable by Indemnitee in
any court of competent jurisdiction if the Corporation denies such request, in
whole or in part, or if no disposition thereof is made within the applicable
period referred to in Paragraph 8 or 9. Alternatively, Indemnitee, at
Indemnitee’s option, may seek an award in arbitration to be conducted by a
single arbitrator in Boston, Massachusetts pursuant to the rules of the
American Arbitration Association.  Any
such judicial proceeding or arbitration shall be conducted in all respects as a
de novo trial or arbitration on the merits. Unless otherwise required by law,
the burden of proving that indemnification is not appropriate shall be on the
Corporation.  Neither the failure of the
Corporation to have made a determination prior to the commencement of such
action that indemnification is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor an actual determination by the
Corporation pursuant to Paragraph 9 that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that Indemnitee has not met the standard of conduct.  Indemnitee’s reasonable Expenses incurred in
connection with successfully establishing his or her right to indemnification
or advancement of Expenses, in whole, or in part, in any such Proceeding shall
also be indemnified by the Corporation.


 


12.                                 Procedures Valid.  The Corporation shall be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to
Paragraph 11 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Corporation is bound by all the provisions of this
Agreement.


 


13.                                 Partial Indemnification.  If Indemnitee is not wholly successful in a
Proceeding, but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or maters in such Proceeding, the Corporation
shall indemnify Indemnitee, to the maximum extent permitted by law, against all
Expenses, judgments, fines, penalties and amounts paid in settlement, actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with each successfully resolved claim, issue or matter.


 


14.                                 Subrogation.  In the event of any payment under this
Agreement, the Corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Corporation to bring
suit to enforce such rights.


 


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15.                                 Term of Agreement.  This Agreement shall continue until and
terminate upon the later of (a) six years after the date that Indemnitee
shall have ceased to serve as a director or officer of the Corporation or, at
the request of the Corporation, as a director, officer, fiduciary, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise or (b) the final
termination of all Proceedings pending on the date set forth in clause (a) in
respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to
Paragraph 10 or 11 relating thereto.


 


16.                                 Indemnification Hereunder
Not Exclusive.  The indemnification
and advancement of Expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the
Articles of Organization or Bylaws, any agreement, any vote of shareholders or
directors of the Corporation, Chapter 156D, any other law (common or statutory)
or otherwise, both as to action in Indemnitee’s official capacity and as to
action in another capacity while holding office for the Corporation, and
nothing in this Agreement shall be deemed to waive any such other rights.


 


17.                                 Insurance.  Nothing in this Agreement shall be deemed to
prohibit the Corporation from purchasing and maintaining insurance, at its
expense, to protect itself or Indemnitee against any expense, liability or loss
incurred by it or him or her in any such capacity, or arising out of Indemnitee’s
status as such, whether or not Indemnitee would be indemnified against such
expense, liability or loss under this Agreement. To the extent that the
Corporation maintains an insurance policy or policies providing liability
insurance for directors, officers, employees, or agents of the Corporation or
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other entity that such person serves at the request of the Corporation, Indemnitee
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage available for any such director,
officer, employee or agent under such policy or policies.  If, at the time of the receipt of a notice of
a claim pursuant to the terms of this Agreement, the Corporation has director
and officer liability insurance in effect, the Corporation shall give prompt
notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Corporation shall
thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.


 


18.                                 Access to Information.  Indemnitee shall be entitled access to such
information in the possession of the Corporation as may be reasonably necessary
to enforce Indemnitee’s rights under this Agreement.


 


19.                                 No Special Rights.  Nothing herein shall confer upon Indemnitee
any right to continue to serve as an officer or director of the Corporation for
any period of time, or at any particular rate of compensation.


 


20.                                 Savings Clause.  If this Agreement or any portion of this
Agreement shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify Indemnitee
against Liabilities with respect to any Proceeding to the full extent permitted
by any applicable portion of this Agreement that shall not have been 


 


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invalidated,
and this Agreement shall be interpreted to give effect, to the fullest extent
permitted by applicable law, to the intent of the invalidated provision.


 


21.                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall constitute the original.


 


22.                                 Successors and Assigns.  This Agreement shall be binding upon the
Corporation and its successors and assigns and shall inure to the benefit of
the estate, heirs, executors, administrators and personal representatives of
Indemnitee.  The Corporation shall
require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all or substantially all or a
substantial part of the business or assets of the Corporation expressly to
assume and agree to perform this Agreement in the manner and to the same extent
that the Corporation would be required to perform if no such succession had
taken place.


 


23.                                 Headings; Interpretation.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.  When reference is made in this Agreement to a
Paragraph or Subparagraph, such reference shall be to a Paragraph or
Subparagraph of this Agreement, unless otherwise indicated.


 


24.                                 Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof nor shall any such waiver constitute a continuing
waiver.


 


25.                                 Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
given (a) when delivered by hand or (b) if mailed by certified or
registered mail with postage prepaid, on the third day after the date on which
it is so mailed:


 


(i)                                     if to Indemnitee, to:


 


The address shown below his or her signature below.


 


(ii)                                  if to the
Corporation, to:


 


American Science and Engineering, Inc.


829 Middlesex Turnpike


Billerica, MA 01821


Attention: 
General Counsel


 


or
to such other address as may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.


 


26.                                 Applicable Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the Commonwealth of
Massachusetts, without application of the conflict of laws principles
thereof.  Indemnitee may elect to have
the right to 


 


10

















 


indemnification
or reimbursement or advancement of Expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of Expenses is sought.  Such election shall be made, by a notice in
writing to the Corporation, at the time indemnification or reimbursement or
advancement of Expenses is sought; provided, however, that if no such
notice is given, and if Chapter 156D is amended, or other Massachusetts law is
enacted, to permit further indemnification of directors and officers, then
Indemnitee shall be indemnified to the fullest extent permitted under Chapter
156D, as so amended, or by such other Massachusetts law, as so enacted.


 


27.                                 Enforcement.  The Corporation expressly confirms and agrees
that it has entered into this Agreement in order to induce Indemnitee to serve
or to continue to serve as a director or officer of the Corporation, and
acknowledges that Indemnitee is relying upon this Agreement in continuing in
such capacity.


 


28.                                 No Adequate Remedy.  The parties declare that it is impossible to
measure in money the damages which will accrue to either party by reason of a failure
to perform any of the obligations under this Agreement.  Therefore, if either party shall institute
any action or proceeding to enforce the provisions hereof such party against
whom such action or proceeding is brought hereby waives the claim or defense
that such party has an adequate remedy at law, and such party shall not urge in
any such action or proceeding the claim or defense that the other party has an
adequate remedy at law.


 


29.                                 Entire Agreement.  This Agreement sets forth the entire agreement
of the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, whether oral or written, by any officer,
employee or representative of any party hereto in respect of the subject matter
contained herein; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and cancelled.  For avoidance of doubt, the parties confirm
that the foregoing does not apply to or limit in any way Indemnitee’s rights
under Massachusetts law or the Articles of Organization or Bylaws.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.


 


	
   

  	
  AMERICAN
  SCIENCE AND

  
	
   

  	
  ENGINEERING, INC.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address
  of Indemnitee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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ATTACHMENT A


 


FORM OF REQUEST FOR ADVANCEMENT OF EXPENSES


 


Reference
is made to the Indemnification Agreement made as of the
           day of
              ,
        , by and between American
Science and Engineering, Inc., a Massachusetts corporation (the “Corporation”),
and the undersigned (“Indemnitee”), a director or officer of the Corporation
(the “Indemnification Agreement”). 
Capitalized terms used herein and not otherwise defined have the same
meaning as in the Indemnification Agreement.


 


I
hereby request that the Corporation advance the following expenses: 
                                                  .  These expenses related to the following
matter: 
                                  .  I have attached the following documentation
and information, which is the documentation and information reasonably
available to me,  with respect to such
matter:
                                            .


 


Pursuant
to the Indemnification Agreement and Section 8.53 of Chapter 156D, I
hereby affirm my good faith belief that I have met the applicable standard of
conduct described in Paragraph 3 of the Indemnification Agreement or that the
Proceeding involves conduct for which Liability has been eliminated for
directors of the Corporation under a provision of the Corporation’s Articles of
Organization as authorized by Section 2.02(b)(4) of Chapter 156D or
any successor provision to such Section.


 


Pursuant
to the Indemnification Agreement and Section 8.53 of Chapter 156D, I
hereby agree to repay all amounts advanced in the event that it shall
ultimately be determined (after all rights to appeal have been exhausted or
lapsed or waived) that I am not entitled to be indemnified by the Corporation
as authorized in the Indemnification Agreement. 
I hereby confirm and acknowledge that the foregoing undertaking is my unlimited,
unsecured general obligation.  In
accordance with the Indemnification Agreement, I understand that this
undertaking shall be accepted without reference to my financial ability to make
repayment.  In accordance with the
Indemnification Agreement, any advances, and my undertaking to repay, shall be
interest-free.


 


 


	
   

  	
  [INSERT
  NAME OF INDEMNITEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  



 

















 


ATTACHMENT B


 


FORM OF REQUEST FOR INDEMNIFICATION


 


Reference
is made to the Indemnification Agreement made as of the
           day of
              ,
        , by and between American
Science and Engineering, Inc., a Massachusetts corporation (the “Corporation”),
and the undersigned (“Indemnitee”), a director or officer of the Corporation
(the “Indemnification Agreement”). 
Capitalized terms used herein and not otherwise defined have the same
meaning as in the Indemnification Agreement.


 


I
hereby request that the Corporation indemnify and hold me harmless with respect
to the following matter: 
                                  .  I have attached the following documentation
and information, which is the documentation and information reasonably
available to me,  with respect to such
matter:
                                            .


 


	
   

  	
  [INSERT
  NAME OF INDEMNITEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  



 


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