Second Amendment to ESCO Technologies Inc. 2001 Stock Incentive Plan

Summary

This amendment, effective August 3, 2006, modifies the ESCO Technologies Inc. 2001 Stock Incentive Plan. The changes include an exception for Performance Share Awards in section 11(iv) and the deletion and renumbering of certain subsections in section 9. The amendment was adopted by ESCO Technologies Inc. to update the terms of its employee stock incentive plan.

EX-10.39 2 c10607exv10w39.htm SECOND AMENDMENT TO 2001 STOCK INCENTIVE PLAN exv10w39

EXHIBIT: 10.39

SECOND AMENDMENT TO THE ESCO TECHNOLOGIES INC.
2001 STOCK INCENTIVE PLAN

WHEREAS, ESCO Technologies Inc. (“Company”) adopted the ESCO Technologies Inc. 2001 Stock Incentive Plan (“Plan”) for the benefits of eligible employees; and

WHEREAS, the Company retained the right to amend the Plan pursuant to Section 13 thereof; and

WHEREAS, the Company desires to amend the Plan effective as of August 3, 2006:

NOW, THEREFORE, effective as of August 3, 2006, the Plan is amended as follows:

1. The following is added at the end of section 11(iv):

Provided, however, that the previous sentence shall not apply to the distribution under a Performance Share Award.

2. Section 9(d) is deleted in its entirety and Sections 9(e)-9(g) are renumbered Sections 9(d)-9(f) respectively.

IN WITNESS WHEREOF, the foregoing Amendment was adopted on the 3^rd day of August, 2006.