EXHIBIT 10.7


 


EIGHTH AMENDMENT AND RESTATEMENT 


OF THE ESCO TECHNOLOGIES INC.


EMPLOYEE STOCK PURCHASE PLAN


(Incorporating all amendments through August
2, 2018


 


1. Title: This Plan shall be known
as the “ESCO Technologies Inc. Employee Stock Purchase Plan”. ESCO Technologies Inc. (the “Company”) is
a Missouri corporation with its principal offices located at 9900A Clayton Road, St. Louis, Missouri 63124.


 


2. Purpose: The purpose of the Plan is
to provide a convenient method by which employees of the Company and its domestic subsidiaries, who wish to do so, may purchase
shares of the common stock of the Company (hereinafter referred to as “Common Stock”).


 


3. Eligibility: A division or domestic
subsidiary of the Company may elect to permit its employees to participate in the Plan subject to the approval of the Chairman
and Chief Executive Officer of the Company or any other Senior Corporate Officer of the Company to whom such authority has been
delegated by the Chairman and Chief Executive Officer of the Company. All current and future employees of the units listed in Attachment 1
hereto are eligible to participate in the Plan. Upon the addition or subtraction of a participating subsidiary the Company shall
cause Attachment 1 to be appropriately updated, indicating the effective date of the change.


 


4. Participation:


 


		(a)	Participation in the Plan shall be entirely voluntary. Upon written application by any eligible employee to the Trustee on
a Company-approved Plan participation and election form (the “Plan Participation/Election Form”), an account shall
be opened with respect to such employee in the name of the employee. Eligible employees for whom accounts are opened and maintained
in accordance with the terms of the Plan are herein referred to as “participants.”



 


		(b)	A participant may not assign or pledge any interest the participant may have under the Plan.



 


5. The Trustee: The Plan shall be administered
by one or more Trustees (herein called the “Trustee,” whether one or more) appointed by an officer designated by the
Board of Directors of the Company. The Trustee shall at all times be “an agent independent of the issuer” as defined
in Rule 10b-18 under the Securities Exchange Act of 1934 (the “1934 Act”). The Trustee shall have power and authority
to establish such procedures as the Trustee shall deem necessary to effect equitably and fairly the provisions and the intent of
the Plan.


 


6. Contributions by Participants:


 


		(a)	Participants may make contributions to the Plan only through payroll deductions. By completing and submitting a Company-approved
form, participants may authorize the Company to make deductions from their “Compensation,” as defined in the Company’s
Employee Savings Investment Plan (the “401(k) Plan”) to be applied to the purchase of Common Stock of the Company under
the terms of the Plan.



 


		(b)	Deductions authorized for such purpose shall be whole percentages of Compensation and shall not be less than one percent (1%)
nor more than ten percent (10%). The Company may establish rules of uniform application regarding a participant's ability to change
the participant’s deduction authorizations.



 


		(c)	Participants’ contributions shall be included in their gross income for purposes of applicable income and employment
taxes.



 


		(d)	A participant may cease making contributions to the Plan at any time by completing a Company-approved form revoking the participant’s
payroll withholding authorization . Such cessation shall be effective no later than the second payroll after receipt of the participant’s
direction to cease withholding. In such event the shares allocated to the participant shall remain in the Plan until withdrawn
as set forth in Sections 10 or 11 below; however, if the participant later wishes to resume making contributions to the Plan the
participant must complete a new Plan Participation/Election Form.



 


 




     


     


    

 


7. Stock Purchases and Allocation to Participant
Accounts: Stock purchases under the Plan, and allocation of such stock to the accounts of participants, shall be effected pursuant
to the following rules and procedures:


 


		(a)	The Company shall remit amounts withheld pursuant to payroll authorizations under the Plan to the Trustee on a monthly basis
as promptly as practicable after the end of each month.



 


		(b)	At the discretion of a Senior Corporate Officer of the Company, the Company or a domestic subsidiary or division which participates
in the Plan may contribute in cash an amount not to exceed twenty percent (20%) of the amounts contributed by participants. The
Company’s contribution amounts may be separately determined for each such subsidiary or division. Amounts contributed by
the Company or a subsidiary under this Section 7(b) shall be considered as additional compensation to the participants for purposes
of applicable income and employment taxes. Commencing October 15, 2003, the total number of shares of Common Stock that may be
purchased under the Plan with the Company’s contribution amounts shall not exceed two hundred thousand (200,000) shares,
which number shall be adjusted to reflect stock dividends, stock splits, reverse stock splits and similar matters occurring after
August 2, 2018 that affect the number of outstanding shares of Common Stock.



 


		(c)	The Trustee shall use amounts contributed pursuant to Sections 7(a) and 7(b) to purchase shares of the Common Stock of the
Company on a monthly basis as promptly as practicable after receipt of such amounts. Common Stock may be purchased from sellers
unaffiliated with the Company in private transactions, or such purchases may be effected on the New York Stock Exchange. No private
transaction may be at a price greater than the then-market price of the Company's Common Stock on the New York Stock Exchange.
Common Stock may not be purchased from the Company or its affiliates.



 


		(d)	Following each stock purchase, the Trustee shall allocate shares purchased by the Trustee to the participants’ accounts
pro rata according to their respective contributions to the purchase price. The cost per share charged against the account of each
participant for shares allocated to the participant’s account shall be the average cost to the Trustee for the shares purchased
by the Trustee (including brokerage fees and any other expenses directly applicable to the purchase of such shares). Both whole
and fractional shares shall be allocated.



 


		(e)	The Trustee shall maintain a book entry account for each participant and shall issue stock certificates to a participant only
upon the circumstances and in the manner provided in Section 10.



 


		(f)	Cash dividends received by the Trustee on shares held by it under the Plan shall be used by the Trustee to purchase additional
shares which shall be allocated among all participants, pro rata, on the basis of their respective account balances and credited
to the accounts of participants as additional contributions under the Plan. Account balances for this purpose shall be determined
as of the dividend record date preceding the allocation of shares to such accounts. Any shares of the Common Stock of the Company
received by the Trustee as a stock dividend on shares held by it shall be treated as additional shares purchased by the Trustee
under the Plan, at no cost, and shall be allocated and otherwise dealt with by the Trustee in the same manner as any other shares
purchased by the Trustee under the Plan. Dividends received by the Trustee shall be deemed to have been received by the Trustee
on the payment dates provided for the declaration of such dividends.



 


		(g)	The Company does not guarantee in any way the price of shares purchased under the Plan against decline in market value.



 


8. Voting of Stock Held Under the Plan:
For each meeting of stockholders, the participants will have the right to vote all shares credited to their respective accounts
under the Plan, whether registered in the name of the Trustee or its nominee. Shares held by the Trustee under the Plan but for
any reason not allocated to the account of a participant will not be voted by the Trustee.


 


9. Costs of Administering the Plan: All
costs and expenses of administering the Plan, including the fees of the Trustee, shall be paid by the Company.


 




     


     


    

 


10. Distributions from Participants’
Accounts:


 


		(a)	A participant may from time to time elect to withdraw any number of whole shares allocated to the participant’s Plan
account in any of the following ways, in each case by submitting an appropriate Plan Participation/Election Form or by such other
method as may be approved by the Trustee and the Company:



 


		(i)	The participant may elect to have ownership of a number of whole shares withdrawn from the Plan and transferred from the participant’s
Plan account to the participant as an individual. Within approximately one week after the Trustee’s receipt of the withdrawal
election, the Trustee will deduct the number of withdrawn shares from the participant’s Plan account and credit them to the
participant’s individual book-entry share ownership account. Alternatively, the participant may direct the Trustee to have
the withdrawn shares transferred to the participant’s brokerage account or to such other account or in such other manner
as the Company may approve in its sole discretion.



 


		(ii)	The participant may request the sale of a number of whole shares allocated to the participant’s Plan account. The Trustee
will endeavor to sell the shares within one week of receiving written authorization to sell the shares, and will promptly deliver
a check to the participant less any commission charged by the Trustee.



 


		(b)	The Trustee may establish such other procedures as it deems necessary to administer withdrawals in accordance with the intent
of the Plan.



 


		(c)	Except for sale commissions, no charges shall be imposed against the participant or the participant’s account by reason
of a withdrawal of shares. However, if the participant requests the Trustee to issue and deliver a stock certificate for the withdrawn
shares (in lieu of having them transferred to a book-entry share account), the participant will be responsible for any costs associated
with the issuance of a paper certificate.



 


		(d)	Except as set forth in Section 11, no participant shall have any right to receive a distribution of fractional shares in the
participant’s account, or to receive the value thereof in cash.



 


11. Termination of Participation in the Plan:


 


		(a)	A participant may voluntarily elect to completely withdraw from the Plan and terminate participation in the Plan by submitting
an appropriate Plan Participation/Election Form.



 


		(b)	A participant’s participation in the Plan will automatically terminate upon the participant’s death, retirement,
total disability, entering military service, or other termination of employment.



 


		(c)	Upon the termination of a participant’s Plan participation, the participant’s account will be settled and distributed
as soon as practicable after such event occurs and after the Trustee receives notice of such termination or in the event of death,
after the appointment of the legal representative of the estate of the deceased and the satisfaction of any other applicable legal
requirements. The whole shares of stock which have been allocated to the account of such former participant shall be distributed
as provided in section 10, and the Trustee shall pay to the former participant an amount in cash equal to any fractional share
remaining in the former participant’s account. In the case of the death of a participant who is the sole account holder,
the Trustee shall make such distribution and payment to the legal representative of such participant.



 


12. Reports to Participants: The Trustee
will render regular reports to each participant under the Plan, showing, for the period of the report, the contributions made and
dividends, if any, credited to such participant's account; the number of shares allocated to such participant; the purchase price
for such shares charged against the participant’s account; and the number of shares withdrawn, if any. Such reports shall
be made not less frequently than once each quarter.


 


13. Amendment and Termination of the Plan:
The Company reserves the right with respect to any or all employees, including those who may be participants under the Plan, to
amend or terminate the Plan at any time; provided that, except with respect to termination of the Plan and changes in the amount
of contributions by participants under Section 6 or by the Company or a division or domestic subsidiary under Section 7(b), such
authority may be delegated to any Senior Corporate Officer of the Company subject to such conditions as the Human Resources and
Compensation Committee of the Board of Directors of the Company may determine from time to time. In the event of termination of
the Plan, each participant will receive from the Trustee within sixty (60) days after the date of termination a certificate for
the whole shares which have been acquired for the participant and an amount in cash equal to the fractional share remaining in
the participant’s account.


 


14. Section 16 Compliance: With respect
to persons subject to Section 16 of the 1934 Act, transactions under the Plan are intended to comply with the applicable conditions
of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Plan and any action thereunder fail
to so comply, it shall be deemed null and void to the extent permitted by law.


 


15. Effective Date: The Plan became effective
on October 15, 2003. This Amendment and Restatement incorporates all amendments through August 2, 2018.


 




     


     


    

 


ATTACHMENT 1


(Last Revised Effective August 2, 2018)


 


		 	(Effective
    Date, If Later 
	Unit	 	than
    the Above Date)
	 	 	 
	Crissair, Inc.	 	 
	 	 	 
	Doble Engineering
    Company	 	 
	 	 	 
	ESCO Technologies
    Inc.	 	 
	 	 	 
	ETS-Lindgren
    Inc.	 	 
	 	 	 
	Hi-Tech Metals,
    Inc.	 	 
	 	 	 
	Mayday Manufacturing
    Co.	 	 
	 	 	 
	NRG Systems,
    Inc.	 	 
	 	 	 
	PTI Technologies
    Inc.	 	 
	 	 	 
	Thermoform Engineered
    Quality LLC	 	 
	 	 	 
	VACCO Industries	 	 
	 	 	 
	Xtensible Solutions,
    LLC