This Agreement is made as of September 1, 1999 by and between American Science & Engineering, Inc. (the
"Company"), a Massachusetts corporation having its principal place of business in Billerica, Massachusetts, and
Ralph G. Foose, (the "Executive").
The Company desires to retain the services of the Executive, and the Executive is willing to render such services,
in accordance with the terms hereinafter set forth.
Accordingly, the Company and the Executive agree as follows:
1. The Company agrees to hire the Executive as, and the Executive agrees to accept and perform the duties of,
Vice President, Operations of the Company. Management will recommend to the Board of Directors of the
Company that the Executive be elected to the position at the next meeting of the Board.
2. The Executive's initial salary shall be Two Hundred Thousand Dollars ($200,000) per annum ("Base Pay")
payable not less frequently than monthly in accordance with standard company policy for executives. The
Executive shall also be entitled to an annual bonus in an amount of up to 50% of Base Pay based on Executive's
performance, as determined by the CEO, on specific goals to be agreed to between Executive and the
Company's CEO. Base Pay shall be reviewed annually and may be increased at the discretion of the CEO.
Executive shall also be granted options to purchase 50,000 shares of the Company's Common Stock at a price
equal to the closing price on the date of this Agreement. The options will vest over three (3) years and will be
otherwise subject to all of the terms and conditions of the Company's 1999 Combination Stock Options Plan,
including approval of the grant by the Board of Directors at its next meeting and approval of the Stock Option
Plan by the stockholders at their next meeting.
3. (a) The Company shall pay to the Executive the "Severance Payment" in the event that the Executive is
terminated by the Company within sixty (60) days prior to or twelve (12) months after th