Resolutions of the Human Resources and Compensation Committee of ESCO Technologies Inc. Regarding Stock Option Plans

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

The Human Resources and Compensation Committee of ESCO Technologies Inc. adopted resolutions clarifying that, for the company's 1999, 2001, and 2004 stock incentive and option plans, the restriction requiring stock purchases to be for investment purposes only does not apply as long as there is an effective SEC registration statement for the stock. The company’s officers are authorized to take any necessary actions to implement this decision. These resolutions were adopted on February 4, 2010.

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EX-10.1 2 exhibit101.htm RESOLUTIONS Unassociated Document EXHIBIT 10.1

RESOLUTIONS ADOPTED BY THE
 
HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE
 
BOARD OF DIRECTORS OF ESCO TECHNOLOGIES INC.
 

 
The following Resolutions were adopted by the Human Resources and Compensation Committee of the Board of Directors of ESCO Technologies Inc.:
 
WHEREAS, ESCO Technologies Inc. (the “Company”) adopted the ESCO Technologies Inc. 2004 Incentive Compensation Plan (the “2004 Plan”), the ESCO Technologies Inc. 2001 Stock Incentive Plan (the “2001 Plan”) and the ESCO Technologies Inc. 1999 Stock Option Plan (the “1999 Plan”) (each. a “Plan” and collectively the “Plans”); and
 
WHEREAS, the Human Resources and Compensation Committee of the Board of Directors of the Company (the “Committee”) has been appointed to administer the Plans;  and
 
WHEREAS, Section 7(j) of the 2004 Plan and the 2001 Plan and Section 13 of the 1999 Plan  contain a provision that options will be granted only on the condition that all purchases of stock thereunder shall be for investment purposes and not with a view to resale or distribution (the “Investment Purpose Restriction”), except that the Committee may make such provision for the release of the Investment Purpose Restriction upon registration with the Securities and Exchange Commission (the “SEC”) of the stock subject to the options; and
 
WHEREAS, there are currently effective registration statements on file with the SEC covering the stock subject to options granted under each of the Plans:
 
NOW, THEREFORE, BE IT
 
RESOLVED, that as long as there is an effective registration statement on file with the SEC covering the stock subject to an option granted under a Plan, the Investment Purpose Restriction shall not apply to such option; and BE IT FURTHER
 
RESOLVED, that the proper officers of the Company be, and they hereby are, authorized and directed to take such further action as may be necessary of desirable to carry out the intent of the foregoing.
 
IN WITNESS WHEREOF, the foregoing Resolutions were adopted by the Committee on the 4th day of February, 2010.