Unassociated Document


    
      EXHIBIT
10.5

       

       

    

    SIXTH
AMENDMENT TO THE ESCO TECHNOLOGIES INC.

    2001
STOCK INCENTIVE PLAN

    


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

    


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

    


    WHEREAS, effective February 4, 2010,
the Company desires to amend the Plan;

    


    NOW THEREFORE, effective February 4,
2010, Section 7(f) of the Plan is deleted in its entirety and replaced with the
following:

    


    (f)           Termination of
Employment. The holder of any Stock Option issued hereunder must exercise
the Stock Option prior to his termination of employment, except that if the
employment of an optionee terminates with the consent and approval of his
employer, the Committee or its designee may, in its absolute discretion, permit
the optionee to exercise his Stock Option, to the extent that he was entitled to
exercise it at the date of such termination of employment, at any time within
three (3) months after such termination (one (1) year in the case of termination
of employment on account of retirement on or after age 60 (“Retirement”)), but
not after ten (10) years, or such shorter option term as specified by the award
notice, from the date of the granting thereof.  The Committee may
delegate its authority to extend a Stock Option beyond termination of employment
hereunder to such employee or employees as it deems appropriate, so long as the
optionees whose options have been extended by such employee or employees are not
reporting persons under Section 16 of the Securities Exchange Act of 1934 or
covered employees (as defined in section 162(m) of the Internal Revenue
Code).  If the
optionee terminates employment on account of disability he may exercise such
Stock Option to the extent he was entitled to exercise it at the date of such
termination at any time within one (1) year of the termination of his employment
but not after ten (10) years or such shorter period as specified by the Stock
Option agreement, from the date of the granting thereof. For this purpose a
person shall be deemed to be disabled if he is permanently and totally disabled
within the meaning of Section 422(c)(6) of the Code, which, as of the date
hereof, shall mean that he is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months. A person shall be
considered disabled only if he furnishes such proof of disability as the
Committee may require. Stock Options granted under the Plan shall not be
affected by any change of employment so long as the holder continues to be an
employee of the Company or a subsidiary thereof. The Stock Option agreements may
contain such provisions as the Committee shall approve with reference to the
effect of approved leaves of absence. Nothing in the Plan or in any Stock Option
granted pursuant to the Plan shall confer on any individual any right to
continue in the employ of the Company or any subsidiary or interfere in any way
with the right of the Company or any subsidiary thereof to terminate his
employment at any time.

    


    IN WITNESS WHEREOF, the foregoing
Amendment was adopted on the 4th day of February, 2010 by the Human Resources
and Ethics Committee of the Board of Directors of ESCO Technologies
Inc.