Exhibit10.4
AMERICAN SCIENCE AND ENGINEERING, INC.
2009 Long-Term Incentive Plan Cash Component
LTIP Cash Component Agreement
American Science and Engineering, Inc. (the “ Company ”), a Massachusetts corporation, hereby grants,
pursuant to the 2009 Long-Term Incentive Plan (the “Plan”) to the person named below LTIP Cash Component
(“ LTIP Cash Component ”) representing the right to receive cash subject to the terms and conditions set forth
below and those attached hereto.
DEFINITIONS
LTIP Cash Component Schedule and Vesting: The LTIP Cash Component (“Cash”; “Cash Component”)
shall vest upon the achievement of performance targets of the Company, as more particularly described herein
(“Performance-Vested LTIP Cash Component”). Specifically, the Performance-Vested LTIP Cash Component
shall become exercisable 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 (as defined in the Plan) have been met. Restrictions on the Performance-Vested
LTIP Cash Component will lapse, pro-rata, as each or any of the Performance Goals are met. 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 LTIP Cash Component
attributable to such unattained goals shall immediately vest, and one half (1/2) shall be automatically and
immediately forfeited.
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(