Vice President, International Employment Agreement

Exhibit 10(c)(xi)


EMPLOYMENT AGREEMENT


AS&E(R)


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," 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.


AS&E(R)


(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
securities;


(ii) the Continuing Directors shall have ceased for any reason to
constitute a majority of the Board of Directors of the Company. For this
purpose, a "Continuing Director" shall include members of the Board of
Directors of the Company as of the date of this Agreement and any person
nominated for election to the Board of Directors of the Company by a vote
of the majority of the then Continuing Directors;


(iii) the stockholders approve the complete liquidation or
dissolution of the Company, or


(iv) the stockholders approve by the requisite vote any of the
following transactions:


(a) a merger or consolidation of the Company (except for a
merger in respect of which no vote of the stockholders of the Company
is required);


(b) a sale, lease, exchange, mortgage, ...