AMERICAN SCIENCE AND ENGINEERING, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
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:
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
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
All of the Options granted shall vest on the first anniversary of the
Grant Date pr