American Science & Engineering, Inc.
Change in Control & Severance Benefit Agreement
This is a SEVERANCE BENEFIT & CHANGE IN CONTROL Agreement (the “Agreement”) entered into
between American Science & Engineering, Inc. (the “Company”, which term shall include any successor by
merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and
(“Executive”) effective as of the 29th day of July, 2008 (the “Effective Date”).
1. Purpose of this Agreement . The Company hereby agrees to provide severance and change in control
benefits to Executive on the terms and conditions set forth in this Agreement. These benefits are in lieu of any
benefits that would otherwise be payable to Executive under the severance pay plan, if any, maintained by the
Company for the benefit of senior executives or other Company employees, or by statute. This severance
agreement does not represent an employment contract for any definite term or period, which means that either
Executive or the Company can terminate Executive’s employment at any time, for any reason or no reason, and
with or without notice.
2. Term of Agreement . The Agreement shall become effective on the Effective Date and shall terminate
on July 29, 2011; provided that this Agreement shall automatically be extended for successive one year terms
unless the Board provides Executive with written notice to the contrary at least thirty (30) days before the date
the Agreement would otherwise be so extended. Such notice, in the sole discretion of the Board, may provide
that the term will not be extended in the future, and/or that there shall be no further automatic extensions of the
3. Definitions . The following terms as used in this Agreement shall have the following meanings:
(a) “Affected Award” means each Stock-Based Award held by Executive immediately prior to a
Change in Control Qualifying Termination.