This Agreement is made as of 23 July, 2001 by and between American Science & Engineering, Inc. (the
"Company"), a Massachusetts corporation having its principal place of business in Billerica, Massachusetts, and
Reed O. Clark (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 employ the Executive as, and the Executive agrees to perform the duties of Vice
President, International Sales of the Company.
2. (a) The Executive's weekly salary shall be $3,846.15 ("Base Salary") payable not less frequently than on a
monthly basis in accordance with standard company policy for executives. The Executive shall also be eligible for
an annual bonus in an amount of up to fifty (50%) percent of Base Salary (annualized) based on Executive's
performance, as determined by the Company's CEO, of specific goals to be determined by the CEO. Executive
shall also be granted options to purchase up to 50,000 shares of the company's common stock subject to the
terms and conditions of AS&E's 1997 Non-Qualified Stock Option Plan, upon approval of the grant by the
Board of Directors. The price of the options will be at the market close price on the American Stock Exchange
of the Executive's first day of employment. The vesting will occur in equal increments on each of the first three
anniversaries of Executive's first day of employment.
(b) The Company will include the Executive in all life insurance, disability insurance, medical and all other benefit
plans maintained by the Company for the benefit of its Executives.
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 the occurrence of a
"Change of Control," a