Unassociated Document


    
 

     

    EXHIBIT 10.10

    
 

    THIRD
AMENDMENT TO THE ESCO TECHNOLOGIES INC.

    INCENTIVE
COMPENSATION PLAN FOR EXECUTIVE OFFICERS

    


     

    WHEREAS, ESCO Technologies
Inc. (“Company”) adopted the ESCO Technologies Inc. Incentive Compensation Plan
for Executive Officers (“Plan”); and

     

    WHEREAS, pursuant to Section
IX, the Plan may be amended by action of the Human Resources and Compensation
Committee (“Committee”) of the Board of Directors of the Company;
and

     

    WHEREAS, the Committee desires
to amend the Plan in accordance with the Compensation Recovery Policy adopted by
the Committee;

     

    NOW, THEREFORE, effective as
of February 4, 2010, the Plan is amended by adding the following new Sections
XII and XIII at the end thereof:

     

    XII.           RESTRICTIONS.

     

    In the event a Participant, during the
period commencing with the payment of any Incentive Compensation Award and
ending two (2) years after the Participant’s termination of employment, as an
individual or as a partner, employee, agent, advisor, consultant or in any other
capacity of or to any person, firm, corporation or other entity, directly or
indirectly, other than as a 2% or less shareholder of a publicly traded
corporation, does any of the following:

    


    (a)           carries
on any business or becomes involved in any business activity, which is (i)
competitive with the business of the Company (or a subsidiary or joint venture
of the Company), as presently conducted and as said business may evolve in the
ordinary course, and (ii) a business or business activity in which the
Participant is engaged in the course of the Participant’s employment with the
Company (or a subsidiary or joint venture of the Company);

    


    (b)           recruits,
solicits or hires, or assists anyone else in recruiting, soliciting or hiring,
any employee of the Company (or any subsidiary or joint venture of the Company),
for employment with any competitor of the Company;

    


    (c)           induces
or attempts to induce, or assists anyone else to induce or attempt to induce,
any customer of the Company (or any subsidiary or joint venture of the Company),
to discontinue its business with the Company (or with any subsidiary or joint
venture of the Company), or disclose to anyone else any confidential information
relating to the identities, preferences, and/or requirements of any such
customer; or

    


    (d)           engages
in any other conduct inimical, contrary or harmful to the interests of the
Company (or any subsidiary or joint venture of the Company), including, but not
limited to, conduct related to your employment, or violation of any Company
policy;

    


    the
Company shall be entitled to recover from the Participant any
Incentive  Compensation Awards paid to the Participant during the
three-year period preceding such breach.  The Company shall also be
entitled to recover from the Participant any expenses incurred by the Company in
exercising its right of recovery hereunder.  The Committee shall have
sole discretion in determining the amount that shall be recovered from the
Participant under this Section XII.

     

    XIII.           COMPENSATION RECOVERY
POLICY.

     

    In addition to, and not in limitation
of, the Company’s rights under Section XII, in the event of any intentional
misconduct on the Participant’s part (as determined by the Committee in its sole
discretion pursuant to applicable law and the Compensation Recovery Policy
adopted by the Committee, including, but not limited to, embezzlement, fraud,
and breach of fiduciary duty) which results in, or substantially contributes to,
the need to restate the Company’s financial statements, the Company shall be
entitled to recover from the Participant an amount equal to the excess
of:

    


    (a)           any
Incentive  Compensation Awards paid to the Participant for any period
for which restatement of the Company’s financial statements is required (but, if
such period is longer than three years, not to exceed the three most recent
years thereof); over

    


    (b)           the
amount of any Incentive Compensation Awards to which the Participant would have
been entitled for such period, if any, as determined on the basis of the
Company’s restated financial statements.

    


    Any such
amount recovered by the Company may also be adjusted for interest, as determined
by the Committee.  The Company shall also be entitled to recover from
the participant any fines, penalties, and other expenses incurred by the Company
as a result of the Participant’s misconduct, including expenses incurred by the
Company in exercising its right of recovery hereunder.  The Committee
shall have sole discretion in determining the amount of Recoverable Compensation
that shall be recovered from the Participant under this Section
XIII.

    


    IN
WITNESS WHEREOF, the foregoing Amendment was adopted on the 4th day of February,
2010.