ITEM 5.02(b), (e) Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 25, 2012, American Science and Engineering, Inc. (the "Company") accepted the voluntary resignation of Kenneth J. Breur, Vice President, Advanced Development and Logistics, and entered into a Separation and Transition Agreement, (the "Agreement") to plan for Mr. Breur's orderly transition out of the Company. Pursuant to the terms of the Agreement, Mr. Breur shall remain with the Company for an extended period, as determined by the Company, during which he will continue to serve as Vice President, Advanced Development and Logistics until the earlier of the date on which his duties and business activities have been successfully transitioned or December 31, 2012. During this transition period, Mr. Breur will continue to receive his current base salary and other benefits, consistent with the Company's benefit plans and/or practices. The Agreement also calls for Mr. Breur to receive a lump sum severance payment based upon termination for good reason, as described in his existing Change In Control and Severance Benefit Agreement, the form of which was filed as Exhibit 10.2 to the Company's Report on Form 8-K dated April 28, 2011.

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