Fourth Amendment to Employment Agreement between ESCO Technologies Inc. and Gary E. Muenster

Summary

This amendment updates the employment agreement between ESCO Technologies Inc. and Gary E. Muenster, effective February 6, 2008. It changes the severance terms so that, if Mr. Muenster's employment is terminated, he will receive his base salary and certain incentive payments for 24 months after termination. The amendment clarifies how these payments are calculated and paid. All other terms of the original agreement remain unchanged.

EX-10.1 2 esco8kexhibit.txt EXHIBIT 10.1 FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS AGREEMENT entered into as of the 6th day of February, 2008, between ESCO Technologies Inc. ("Company") and Gary E. Muenster ("Executive"). WITNESSETH: WHEREAS, the Company and the Executive entered into an Employment Agreement as of the 3rd day of November, 1999 ("Agreement"), which Agreement was amended as of the 9th day of August, 2001; the 5th day of May, 2004; and the 3rd day of October, 2007; and WHEREAS, the parties retained the right to amend the Agreement pursuant to Article 15 thereof; and WHEREAS, the parties desire to again amend the Agreement effective as of February 6, 2008. NOW, THEREFORE, effective as of February 6, 2008, the Agreement is amended as follows: 1. The first sentence of Subparagraph (1) of Paragraph 9.a is revised to read as follows: The Company shall pay the Executive an amount equal to his base salary for 24 months following such termination of employment ("Severance Period") at the rate in effect at the date of such termination. 2. The first sentence of Subparagraph (2) of Paragraph 9.a is revised to read as follows: As a supplement to the payment of the Executive's base salary under Subparagraph (a)1, above, the Company shall also pay the Executive an amount equal to his PCP Percentage and ICP Percentage (as herinafter defined), as applicable, for 24 months following such termination in the same manner as determined under Subparagraph (a)1. IN WITNESS WHEREOF, the foregoing Agreement was executed effective as of February 6, 2008. ESCO TECHNOLOGIES INC. By: /s/ Deborah J. Hanlon /s/ G. E. Muenster ---------------------- ------------------ Executive