This Agreement is made as of August , 2000 by and between American Science and Engineering, Inc. (the
"Company"), a Massachusetts corporation having its principal place of business in Billerica, Massachusetts, and
Richard Mastronardi (the "Executive").
The Company desires to continue to receive the services of the Executive, and the Executive is willing to continue
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 continue to employ the Executive as, and the Executive agrees to continue to perform
the duties of Vice President, Field Operations of the Company.
2. (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," as defined below. The Severance Payment shall be made at the time of such termination.
(b) The "Severance Payment" shall be a one-time payment equal to the higher of: (i) the Executive's base salary
for one year at the annual rate in effect one month prior to the occurrence of the Change of Control, or (ii) the
Executive's base salary for one year at the annual rate in effect at the time of such termination. The Severance
Payment shall also include the continuation of all benefits received by the Executive prior to termination for a
period equal to the lesser of one year or the start of new employment by the Executive in which he receives
substantially similar benefits.
(c) A "Change of Control" shall be deemed to have occurred if:
(i) any person (as defined in Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934) shall have
become the beneficial owner of 50 percent or more of the combined voting power of the Company's voting
(ii) the Continuing Directors shall have ceased for any reason to constitute a majority of the Board