This Agreement is made as of May 30, 2001 by and between American Science & Engineering, Inc. (the
"Company"), a Massachusetts corporation having its principal place of business in Billerica, Massachusetts, and
Andrew R. Morrison, (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, Chief Financial Officer 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. At the end of six (6) months of
employment, the Executive's weekly Base Salary will increase to $4,038.46. 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.
(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," 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