This Agreement is made as of September 25, 1999 by and between American Science and Engineering, Inc. (the
"Company"), a Massachusetts corporation having its principal place of business in Billerica, Massachusetts, and
Ralph S. Sheridan (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.
The Board of Directors of the Company (the "Board") has by appropriate resolutions authorized the employment
of the Executive as provided for in this Agreement.
Accordingly, the Company and the Executive agree:
1.1 Term. The term of this Agreement shall begin as of September 25, 1999 (the "Effective Date") and shall
extend until September 25, 2002, unless earlier terminated pursuant to Article V hereto ( the "Term"). The
Executive's employment under this Agreement may be extended or renewed solely by means of a written
agreement signed by the Executive and a representative of the Company expressly authorized by the Board.
2.1 President and Chief Executive Officer. The Executive shall be the President and the Chief Executive Officer
of the Company, shall report solely and directly to the Board on all matters relating to the Executive's
performance of his duties, and shall perform such duties and responsibilities on behalf of the Company and its
subsidiaries as may be designated from time to time by the Board.
The Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge
exclusively to the advancement of the business and interests of the Company and its subsidiaries and to the
discharge of his duties and responsibilities hereunder. The Executive will use his best judgment not to accept any
outside responsibilities that will jeopardize his ability to fulfill his responsibilities as President and Chief Executive
Officer of the Company.
One or more members of the