UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from 
to
 Commission file number: 1-10596
 ESCO Technologies Inc.
 (Exact name of registrant as specified in its charter)
 Missouri(State or other jurisdiction 
of incorporation or organization)
    
    43-1554045(I.R.S. Employer
Identification No.)9900A Clayton RoadSt. Louis, Missouri
    
    63124-1186(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
   Name of eachexchange onTitle of each class
    
    which registeredCommon Stock, par value $0.01 per
share
    
    New York Stock
Exchange, Inc.Preferred Stock Purchase Rights
    
    New York Stock
Exchange, Inc.
   þ o
 o
 þ o
 o o
 þ
 Rule 12b-2
 Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
 o þ
  
 *
    
    For purpose of this calculation only, without determining whether the
following are affiliates of the registrant, the registrant has assumed that (i)
its directors and executive officers are affiliates, and (ii) no party who has
filed a Schedule 13D or 13G is an affiliate.   1.
    
    Portions of the registrants Annual Report to Stockholders for fiscal year ended September
30, 2009 (the 2009 Annual Report) (Parts I and II).2.
    
    Portions of the registrants Proxy Statement dated December 22, 2009 (the 2010 Proxy
Statement) (Part III).




---



##### 



Item
    
    Description
    
    PagePart I1.
    
    Business
    
    
    1The Company
    
    
    1Discontinued Operation
    
    
    2Products
    
    
    2Marketing and Sales
    
    
    3Intellectual Property
    
    
    4Backlog
    
    
    5Purchased Components and Raw Materials
    
    
    5Competition
    
    
    5Research and Development
    
    
    6Environmental Matters
    
    
    6Government Contracts
    
    
    6Employees
    
    
    7Financing
    
    
    7History of the Business
    
    
    7Available Information
    
    
    71A.
    
    Risk Factors
    
    
    7Forward-Looking Information
    
    
    111B.
    
    Unresolved Staff Comments
    
    
    122.
    
    Properties
    
    
    123.
    
    Legal Proceedings
    
    
    144.
    
    Submission of Matters to a Vote of Security Holders
    
    
    14Executive Officers of the Registrant
    
    
    14Part II5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    146.
    
    Selected Financial Data
    
    
    157.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    157A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    158.
    
    Financial Statements and Supplementary Data
    
    
    15
 i




---



##### 



Item
    
    Description
    
    Page9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    159A.
    
    Controls and Procedures
    
    
    169B.
    
    Other Information
    
    
    16Part III10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    1611.
    
    Executive Compensation
    
    
    1612.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    16Equity Compensation Plan Information
    
    
    1713.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    1814.
    
    Principal Accounting Fees and Services
    
    
    19Part IV15.
    
    Exhibits, Financial Statement Schedules
    
    
    19SIGNATURES
    
    
    27INDEX TO EXHIBITS
    
    
    28
 ii




---



##### 



PART I
 Item 1. Business
 THE COMPANY
  Utility Solutions Group (Utility Solutions):
 RF Shielding and Test (Test):
 Filtration/Fluid Flow (Filtration):
     1




---



##### 



DISCONTINUED OPERATION
   PRODUCTS
  UTILITY SOLUTIONS
  ® ® ®
 ®
   2




---



##### 



TEST
    FILTRATION
     MARKETING AND SALES
  3




---



##### 



INTELLECTUAL PROPERTY
  ® ® ® ®
    4




---



##### 



BACKLOG
  PURCHASED COMPONENTS AND RAW MATERIALS
     COMPETITION
  5




---



##### 



RESEARCH AND DEVELOPMENT
   ENVIRONMENTAL MATTERS
  GOVERNMENT CONTRACTS
  6




---



##### 



EMPLOYEES
  FINANCING
  HISTORY OF THE BUSINESS
  AVAILABLE INFORMATION
 www.escotechnologies.com
 Item 1A. Risk Factors
    7




---



##### 



8




---



##### 



9




---



##### 



10




---



##### 



FORWARD-LOOKING INFORMATION
 11




---



##### 



Item 1B. Unresolved Staff Comments
  Item 2. Properties
  Lease Expiration
    
    Principal UseLocation
    
    Size (Sq. Ft.)
    
    Owned/Leased
    
    Date
    
    (Operating Segment)Cedar Park, TX
    
    
    140,000
    
    
    Owned
    
    
    
    Management,
Engineering and
Manufacturing
(Test)Oxnard, CA
    
    
    127,400
    
    
    Owned
    
    
    
    Management,
Engineering and
Manufacturing
(Filtration)
 12




---



##### 



Lease Expiration
    
    Principal UseLocation
    
    Size (Sq. Ft.)
    
    Owned/Leased
    
    Date
    
    (Operating Segment)Cleveland, OH
    
    
    111,258
    
    
    Leased
    
    9-1-2019
(two 5-year renewal
options)
    
    Management,
Engineering and
Manufacturing (Utility Solutions)South El Monte, CA
    
    
    100,100
    
    
    Owned
    
    
    
    Management,
Engineering and
Manufacturing
(Filtration)Durant, OK
    
    
    100,000
    
    
    Owned
    
    
    
    Manufacturing (Test)Watertown, MA
    
    
    88,800
    
    
    Owned
    
    
    
    Management,
Engineering and
Manufacturing
(Utility Solutions)St. Louis, MO
    
    
    86,800
    
    
    Leased
    
    3-31-2013
(one 5-year renewal
option)
    
    Management and
Engineering
(Utility Solutions)Huntley, IL
    
    
    85,000
    
    
    Owned
    
    
    
    Management and
Manufacturing
(Filtration)Glendale Heights, IL
    
    
    59,400
    
    
    Leased
    
    3-31-2010
(three 3-year
renewal options)
    
    Management,
Engineering and
Manufacturing
(Test)Beijing, China
    
    
    50,600
    
    
    Leased
    
    4,600 sq. ft. office
12-14-2010
    
    Manufacturing (Test)46,000 sq. ft.
plant 12-31-2009Eura, Finland
    
    
    40,900
    
    
    Owned
    
    
    
    Management,
Engineering and
Manufacturing
(Test)St. Louis, MO
    
    
    33,000
    
    
    Owned
    
    
    
    Management and
Engineering
(Utility Solutions)Minocqua, WI
    
    
    30,200
    
    
    Leased
    
    3-31-2010
(three 3-year
renewal options)
    
    Engineering and
Manufacturing
(Test)St. Louis, MO
    
    
    20,500
    
    
    Leased
    
    8-31-2015
(one 5-year renewal
option)
    
    ESCO HeadquartersWellesley, MA
    
    
    18,500
    
    
    Leased
    
    9-30-2012
    
    Management and
Engineering
(Utility Solutions)Morrisville, NC
    
    
    16,700
    
    
    Leased
    
    3-31-2014
(one 3-year renewal
option)
    
    Management (Utility
Solutions)Stevenage, England
    
    
    12,200
    
    
    Leased
    
    8-11-2017

(option to
terminate in 2012)
    
    Management,
Engineering and
Manufacturing
(Test)Kesselsdorf, Germany
    
    
    8,500
    
    
    Leased
    
    5-31-2012
    
    Management,
Engineering and
Manufacturing
(Utility Solutions)
  13




---



##### 



Item 3. Legal Proceedings
  Item 4. Submission of Matters to a Vote of Security Holders
  Executive Officers of the Registrant
  Name
    
    Age
    
    Position(s)Victor L. Richey, Jr.*
    
    
    52
    
    
    Chairman, President and Chief Executive OfficerGary E. Muenster
    
    
    49
    
    
    Executive Vice President and Chief Financial OfficerAlyson S. Barclay
    
    
    50
    
    
    Senior Vice President, Secretary and General Counsel
 
 *
    
    Also Chairman of the Executive Committee of the Board of Directors.     PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
  14




---



##### 



Total Number of
    
    Approximate DollarShares Purchased
    
    Value of Shares thatas Part of Publicly
    
    May Yet BeTotal Number of
    
    Average Price Paid
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Shares Purchased
    
    per Share
    
    Programs
    
    Plans or ProgramsJuly 1-31, 2009
    
    
    0
    
    
    
    N.A.
    
    
    
    0
    
    
    $30 MillionAugust 1-31, 2009
    
    
    0
    
    
    
    N.A.
    
    
    
    0
    
    
    $30 MillionSep. 1-30, 2009
    
    
    0
    
    
    
    N.A.
    
    
    
    0
    
    
    $30 MillionTotal
    
    
    0
    
    
    
    N.A.
    
    
    
    0
    
    
    $30 Million
 
 *
    
    On July 30, 2009, the Board of Directors announced a new common stock repurchase program (the
2009 Program) for a maximum total value of $30 Million. The 2009 Program will expire September
30, 2010. The pre-existing stock repurchase program, having a maximum total value of $30 Million,
was superseded and cancelled by the 2009 Program. There currently is no repurchase program which
the Company has determined to terminate prior to the programs expiration, or under which the
Company does not intend to make further purchases. Item 6. Selected Financial Data
  Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Item 8. Financial Statements and Supplementary Data
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  15




---



##### 



Item 9A. Controls and Procedures
   Item 9B. Other Information
  PART III
 Item 10. Directors, Executive Officers and Corporate Governance
   www.escotechnologies.com
 Item 11. Executive Compensation
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  16




---



##### 



Equity Compensation Plan Information:
  Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    
    Weighted-average
    
    
    equity compensationbe issued upon exercise
    
    
    exercise price of
    
    
    plans (excludingof outstanding options,
    
    
    outstanding options,
    
    
    securities reflected inPlan Category
    
    warrants and rights(1)
    
    
    warrants and rights
    
    
    column (a))(1)(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(2)
    
    
    1,192,180
    (3)
    
    $
    33.63
    (4)
    
    
    1,625,053
    (5)(6)Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    N/A
    
    
    
    196,778
    (7)Total
    
    
    1,192,180
    
    
    $
    33.63
    
    
    
    1,821,831
 
 (1)
    
    Number of Common Shares is subject to adjustment for any future changes in capitalization for
stock splits, stock dividends and similar events.(2)
    
    Consists of the Companys 1990, 1994 and 1999 Stock Option Plans, the 2001 Stock Incentive
Plan and the 2004 Incentive Compensation Plan. Each of the above-cited Plans has been amended
without Stockholder approval in accordance with its terms, as follows: the Companys 1990,
1994 and 1999 Stock Option Plans have been amended to provide for tax withholding, to provide
for adjustment upon a special distribution and in certain other respects; the 1994 and 1999
Stock Option Plans have been amended to reflect the change of the Companys name and the
elimination of the Companys common stock trust receipts; the 1994 Stock Option Plan was
amended to authorize the Human Resources and Compensation Committee (the Committee), in its
discretion, to: (i) permit an optionee who terminates employment with the approval of the
Company to exercise a vested stock option at any time within three months after termination,
but before ten years from the date of grant, and (ii) direct that an option award agreement
may permit an optionee who terminates employment on account of retirement on or after age 60
to exercise a vested stock option up to one year after retirement, but before ten years from
the date of grant; the 1990, 1994 and 1999 Stock Option Plans and the 2001 Stock Incentive
Plan were amended to authorize the Committee to delegate to any employee the power to extend
a stock option beyond termination of employment for persons who are not officers as defined
in Rule 16a-1 under the Exchange Act; the 1994 and 1999 Stock Option Plans and the 2001 Stock
Incentive Plan have been amended to authorize the Committee to delegate to the Chief Executive
Officer the power to grant stock options to persons who are not such officers, with the
limitation of 10,000 shares per award and 100,000 shares awarded in the aggregate in any
fiscal year; the 2001 Stock Incentive Plan and the 2004 Incentive Compensation Plan were
amended with respect to Performance Share distributions to: (i) eliminate the participants
option to pay cash for tax withholding and receive all shares due, and (ii) eliminate the
participants option to defer the distribution; the 2004 Incentive Compensation Plan was
amended with respect to Performance Share distributions to eliminate the Committees
discretion to determine the percentage of the distribution to be made in shares or to be
withheld for tax payments; and the 1999 Stock Option Plan, the 2001 Stock Incentive Plan and
the 2004 Incentive Compensation Plan were amended in accordance with Section 409A of the
Internal Revenue Code of 1986, as amended, to eliminate the Committees discretion to grant to
stock option holders additional alternative stock appreciation rights covering additional
shares, under certain circumstances; and in the case of the 2004 Plan, to restrict the payment
of dividend equivalents to participants in restricted stock awards to the time when the shares
to which the dividend equivalents apply are delivered to the participant. 17




---



##### 



(3)
    
    Includes 300,354 Common Shares issuable in connection with the vesting and distribution of
outstanding performance-accelerated restricted share awards under the Companys 2001 Stock
Incentive Plan.(4)
    
    Does not include 300,354 Common Shares issuable in connection with the vesting and
distribution of outstanding performance-accelerated restricted share awards under the 2001
Stock Incentive Plan, for which there are no exercise prices.(5)
    
    Comprises 112,642 Common Shares under the 2001 Stock Incentive Plan and 1,512,411 Common
Shares under the 2004 Incentive Compensation Plan.(6)
    
    Does not include shares that may be purchased on the open market pursuant to the Companys
Employee Stock Purchase Plan (the ESPP). Under the ESPP, participants may elect to have up
to 10% of their current salary or wages withheld and contributed to one or more independent
trustees for the purchase of Common Shares. At the discretion of an officer of the Company,
the Company or a domestic subsidiary or division may contribute cash in an amount not to
exceed 20% of the amounts contributed by participants. The total number of Common Shares
purchased with the Companys matching contributions, however, may not exceed 183,446. As of
September 30, 2009, 59,680 shares had been purchased with the Companys matching funds.(7)
    
    Represents Common Shares issuable pursuant to the Compensation Plan for Non-Employee
Directors (the Compensation Plan), which provides for each director to be paid (in addition
to other fees) an annual retainer fee payable partially in cash and partially in Common
Shares. Periodically, the Human Resources and Compensation Committee of the Board of
Directors determines the amount of the retainer fee and the allocation of the fee between cash
and Common Shares. The maximum number of Common Shares available for distribution under the
Compensation Plan is 400,000 shares. The stock portion of the retainer fee is distributable
in quarterly installments. Directors may elect to defer receipt of all of their cash
compensation and/or all of the stock portion of the retainer fee. The deferred amounts are
credited to the directors deferred compensation account in stock equivalents. Deferred
amounts are distributed in Common Shares or cash at such future dates as specified by the
director unless distribution is accelerated in certain circumstances, including a change in
control of the Company. The stock portion which has been deferred may only be distributed in
Common Shares. Item 13. Certain Relationships and Related Transactions and Director Independence
    18




---



##### 



Item 14. Principal Accounting Fees and Services
  PART IV
 Item 15. Exhibits, Financial Statement Schedules
  1.
    
    The Consolidated Financial Statements of the Company
on pages 21 through 42 and the Report of Independent Registered
Public Accounting Firm thereon of KPMG LLP appearing on page 45 of
the 2009 Annual Report.2.
    
    Financial statement schedules have been omitted
because the subject matter is disclosed elsewhere in the financial
statements and notes thereto, not required or not applicable, or
the amounts are not sufficient to require submission.
 19




---



##### 



Filed Herewith or Incorporated byExhibit
    
    
    
    Reference to Document Indicated ByNumber
    
    Description
    
    Footnote3.1
    
    
    Restated Articles of Incorporation
    
    Incorporated by Reference,
Exhibit 3(a)[1]3.2
    
    
    Amended Certificate of Designation,
Preferences and Rights of Series A
Participating Cumulative Preferred Stock
of the Registrant
    
    Incorporated by Reference,
Exhibit 4(e)[2]3.3
    
    
    Articles of Merger effective July 10, 2000
    
    Incorporated by Reference, Exhibit 3(c)[3]3.4
    
    
    Bylaws, as amended and restated
    
    Incorporated by Reference,
Exhibit 3.4[4]3.5
    
    
    Amendment to Bylaws effective November 9,
2007
    
    Incorporated by Reference,
Exhibit 3.1[23]4.1
    
    
    Specimen Common Stock Certificate
    
    Incorporated by Reference,
Exhibit 4(a)[3]4.2
    
    
    Specimen Rights Certificate
    
    Incorporated by Reference, Exhibit
B to Exhibit 4.1[5]4.3
    
    
    Rights Agreement dated as of September 24,
1990 (as amended and restated as of
February 3, 2000) between the Registrant
and Registrar and Transfer Company, as
successor Rights Agent
    
    Incorporated by Reference,
Exhibit 4.1[5]4.4
    
    
    Credit Agreement dated as of October 6,
2004, among the Registrant, Wells Fargo
Bank, N.A., as agent, and the lenders
listed therein
    
    Incorporated by Reference,
Exhibit 4.4[6]4.5
    
    
    Consent and waiver to Credit Agreement
(listed as 4.4, above) dated as of January
20, 2006
    
    Incorporated by Reference,
Exhibit 4.1[21]10.1
    
    
    Form of Indemnification Agreement with
each of ESCOs directors
    
    Incorporated by Reference,
Exhibit 10(k)[7]10.2
    
    
    Supplemental Executive Retirement Plan as
amended and restated as of August 2, 1993*
    
    Incorporated by Reference,
Exhibit 10(n)[8]10.3
    
    
    Second Amendment to Supplemental Executive
Retirement Plan effective May 1, 2001*
    
    Incorporated by Reference,
Exhibit 10.4[9]
 20




---



##### 



Filed Herewith or Incorporated byExhibit
    
    
    
    Reference to Document Indicated ByNumber
    
    Description
    
    Footnote10.4
    
    
    Directors Extended Compensation Plan*
    
    Incorporated by Reference,
Exhibit 10(o)[8]10.5
    
    
    First Amendment to Directors Extended
Compensation Plan effective January 1,
2000*
    
    Incorporated by Reference,
Exhibit 10.11[10]10.6
    
    
    Second Amendment to Directors Extended
Compensation Plan effective April 1, 2001*
    
    Incorporated by Reference,
Exhibit 10.7[9]10.7
    
    
    1994 Stock Option Plan (as amended and
restated effective October 16, 2000)*
    
    Incorporated by Reference,
Exhibit 10.1[11]10.8
    
    
    Amendment to 1994 Stock Option Plan
effective July 18, 2002*
    
    Incorporated by Reference,
Exhibit 10(b)[12]10.9
    
    
    Form of Incentive Stock Option Agreement*
    
    Incorporated by Reference,
Exhibit 10.15[10]10.10
    
    
    Severance Plan adopted as of August 10,
1995 (as restated February 5, 2002)*
    
    Incorporated by Reference,
Exhibit 10[13]10.11
    
    
    Amendment to 1994 Stock Option Plan
effective August 7, 2003*
    
    Incorporated by Reference,
Exhibit 10.12[4]10.12
    
    
    1999 Stock Option Plan (as amended and
restated effective October 16, 2000)*
    
    Incorporated by Reference,
Exhibit 10.2[11]10.13
    
    
    Form of Incentive Stock Option Agreement*
    
    Incorporated by Reference,
Exhibit 10.3[11]10.14
    
    
    Amendment to 1999 Stock Option Plan
effective August 7, 2003*
    
    Incorporated by Reference,
Exhibit 10.15[4]10.15
    
    
    Employment Agreement with Executive
Officer*[14]
    
    Incorporated by Reference,
Exhibit 10(bb)[1]10.16
    
    
    Amendment to Employment Agreement with
Executive Officer*[15]
    
    Incorporated by Reference,
Exhibit 10.18[9]10.17
    
    
    Executive Stock Purchase Plan*
    
    Incorporated by Reference,
Exhibit 10.24[10]10.18
    
    
    Compensation Plan For Non-Employee
Directors*
    
    Incorporated by Reference,
Exhibit 10.22[9]10.19
    
    
    2001 Stock Incentive Plan*
    
    Incorporated by Reference,
Exhibit B[16]10.20
    
    
    Form of Incentive Stock Option Agreement*
    
    Incorporated by Reference,
Exhibit 10.24[17]10.21
    
    
    Form of Non-qualified Stock Option
Agreement*
    
    Incorporated by Reference,
Exhibit 10.25[17]
 21




---



##### 



Filed Herewith or Incorporated byExhibit
    
    
    
    Reference to Document Indicated ByNumber
    
    Description
    
    Footnote10.22
    
    
    Form of Notice of AwardPerformance
Accelerated Restricted Stock *
    
    Incorporated by Reference,
Exhibit 10.26[17]10.23
    
    
    Form of Supplemental Executive Retirement
Plan Agreement *
    
    Incorporated by Reference,
Exhibit 10.28[17]10.24
    
    
    Amendment to 2001 Stock Incentive Plan
effective August 7, 2003*
    
    Incorporated by Reference,
Exhibit 10.29[4]10.25
    
    
    Sixth Amendment and Restatement of
Employee Stock Purchase Plan effective as
of October 15, 2003*
    
    Incorporated by Reference,
Appendix C[18]10.26
    
    
    Second Amendment to Employment Agreement
with V.L. Richey, Jr. *
    
    Incorporated by Reference,
Exhibit 10.1[19]10.27
    
    
    Second Amendment to Employment Agreement
with G.E. Muenster (identical document
with A.S. Barclay)*
    
    Incorporated by Reference,
Exhibit 10.2[19]10.28
    
    
    2004 Incentive Compensation Plan*
    
    Incorporated by Reference,
Appendix B[18]10.29
    
    
    Summary of Non-Employee Directors
Compensation*
    
    Incorporated by Reference,
Exhibit 10.1[20]10.30
    
    
    Performance Compensation Plan Amended and
Restated as of November 25, 2002*
    
    Incorporated by Reference,
Exhibit 10.2[20]10.31
    
    
    Awards to Executive Officers Not Reported
on Form 8-K, October 4, 2004*
    
    Incorporated by Reference,
Exhibit 10.4[20]10.32
    
    
    Form of Notice of
Award-Performance-Accelerated Restricted
Stock under 2001 Stock Incentive Plan*
    
    Incorporated by Reference,
Exhibit 10.5[20]10.33
    
    
    Form of Incentive Stock Option Agreement
under 2004 Incentive Compensation Plan*
    
    Incorporated by Reference,
Exhibit 10.6[20]10.34
    
    
    Form of Non-qualified Stock Option
Agreement under 2004 Incentive
Compensation Plan*
    
    Incorporated by Reference,
Exhibit 10.7[20]10.35
    
    
    Form of Incentive Stock Option Agreement
under 2001 Stock Incentive Plan*
    
    Incorporated by Reference,
Exhibit 10.8[20]10.36
    
    
    Form of Non-qualified Stock Option
Agreement under 2001 Stock Incentive Plan*
    
    Incorporated by Reference,
Exhibit 10.9[20]10.37
    
    
    Second Amendment to 2001 Stock Incentive
Plan effective August 3, 2006*
    
    Incorporated by Reference,
Exhibit 10.39[22]10.38
    
    
    First Amendment to 2004 Incentive
Compensation Plan effective August 3, 2006*
    
    Incorporated by Reference,
Exhibit 10.40[22]
 22




---



##### 



Filed Herewith or Incorporated byExhibit
    
    
    
    Reference to Document Indicated ByNumber
    
    Description
    
    Footnote10.39
    
    
    Employment Agreement with C.J. Kretschmer
effective October 1, 2006*
    
    Incorporated by Reference,
Exhibit 10.41[22]10.40
    
    
    Form of Exhibits (Non-Compete and
Change of Control) to Option Agreements
listed as 10.33 and 10.34, above*
    
    Incorporated by Reference,
Exhibit 10.42[24]10.41
    
    
    Third Amendment to Directors Extended
Compensation Plan effective October 3,
2007*
    
    Incorporated by Reference,
Exhibit 10.43[24]10.42
    
    
    Second Amendment to 2004 Incentive
Compensation Plan effective October 3,
2007*
    
    Incorporated by Reference,
Exhibit 10.44[24]10.43
    
    
    Third Amendment to 2001 Stock Incentive
Plan effective October 3, 2007*
    
    Incorporated by Reference,
Exhibit 10.45[24]10.44
    
    
    First Amendment to Incentive Compensation
Plan for Executive Officers effective
October 3, 2007*
    
    Incorporated by Reference,
Exhibit 10.46[24]10.45
    
    
    Amendment to 1999 Stock Option Plan
effective October 3, 2007*
    
    Incorporated by Reference,
Exhibit 10.47[24]10.46
    
    
    Amendment to Severance Plan effective
October 3, 2007*
    
    Incorporated by Reference,
Exhibit 10.48[24]10.47
    
    
    Amendment to Performance Compensation Plan
effective October 3, 2007*
    
    Incorporated by Reference,
Exhibit 10.49[24]10.48
    
    
    Amendment to Compensation Plan for
Non-Employee Directors effective October
3, 2007*
    
    Incorporated by Reference,
Exhibit 10.50[24]10.49
    
    
    Form of Notice of Award (2009) 
Performance Accelerated Restricted Stock
under 2001 Stock Incentive Plan*
    
    Incorporated by Reference,
Exhibit 10.51[29]10.50
    
    
    Third Amendment to Employment Agreement
with V.L. Richey, Jr. * [25]
    
    Incorporated by Reference,
Exhibit 10.1[26]10.51
    
    
    Fourth Amendment to Employment Agreement
with G.E. Muenster*
    
    Incorporated by Reference,
Exhibit 10.1[27]10.52
    
    
    Third Amendment to 2004 Incentive
Compensation Plan effective October 1,
2007*
    
    Incorporated by Reference,
Appendix A[28]10.53
    
    
    Fourth Amendment to 2001 Stock Incentive
Plan effective October 1, 2007*
    
    Incorporated by Reference,
Appendix B[28]10.54
    
    
    Amendment to 1999 Stock Option Plan
effective October 1, 2007*
    
    Incorporated by Reference,
Appendix C[28]
 23




---



##### 



Filed Herewith or Incorporated byExhibit
    
    
    
    Reference to Document Indicated ByNumber
    
    Description
    
    Footnote10.55
    
    
    Second Amendment to Incentive Compensation
Plan for Executive Officers effective
November 12, 2009*13
    
    
    The following-listed sections of the
Annual Report to Stockholders for the year
ended September 30, 2009:§    Managements Discussion and
Analysis (pgs. 10-20)§   Consolidated Financial Statements
(pgs. 21-42)§   Managements Report on Internal
Control over Financial Reporting (p. 44)§   Report of Independent Registered
Public Accounting Firm (p.45)§   Five-year Financial Summary (p. 46)§   Common Stock Market Price (p. 46)§   Shareholders SummaryCapital
Stock Information (p. 48)21
    
    
    Subsidiaries of ESCO23
    
    
    Consent of Independent Registered Public
Accounting Firm31.1
    
    
    Certification of Chief Executive Officer31.2
    
    
    Certification of Chief Financial Officer32
    
    
    Certification of Chief Executive Officer
and Chief Financial Officer
 
 [1]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30, 1999,
at the Exhibit indicated.[2]
    
    Incorporated by reference to Form 10-Q for the fiscal quarter ended March 31, 2000,
at the Exhibit indicated.[3]
    
    Incorporated by reference to Form 10-Q for the fiscal quarter ended June 30, 2000,
at the Exhibit indicated.[4]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30, 2003,
at the Exhibit indicated.[5]
    
    Incorporated by reference to Current Report on Form 8-K dated February 3, 2000, at
the Exhibit indicated.[6]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30, 2004,
at the Exhibit indicated.[7]
    
    Incorporated by reference to Form l0-K for the fiscal year ended September 30, 1991,
at the Exhibit indicated.[8]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30, 1993,
at the Exhibit indicated.[9]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30, 2001,
at the Exhibit indicated. 24




---



##### 



[10]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30,
2000, at the Exhibit indicated.[11]
    
    Incorporated by reference to Form 10-Q for the fiscal quarter ended December 31,
2000, at the Exhibit indicated.[12]
    
    Incorporated by reference to Form 10-Q for the fiscal quarter ended June 30, 2002,
at the Exhibit indicated.[13]
    
    Incorporated by reference to Form 10-Q for the fiscal quarter ended March 31, 2002,
at the Exhibit indicated.[14]
    
    Identical Employment Agreements between ESCO and executive officers A.S. Barclay,
G.E. Muenster and V.L. Richey, Jr., except that in the cases of Ms. Barclay and Mr.
Muenster the minimum annual salary is $94,000 and $108,000, respectively.[15]
    
    Identical Amendments to Employment Agreements between ESCO and executive officers
A.S. Barclay, G.E. Muenster and V.L. Richey, Jr.[16]
    
    Incorporated by reference to Notice of Annual Meeting of the Stockholders and Proxy
Statement dated December 11, 2000, at the Exhibit indicated.[17]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30,
2002, at the Exhibit indicated.[18]
    
    Incorporated by reference to Notice of Annual Meeting of the Stockholders and Proxy
Statement dated December 29, 2003, at the Appendix indicated.[19]
    
    Incorporated by reference to Form 10-Q for the fiscal quarter ended June 30, 2004,
at the Exhibit indicated.[20]
    
    Incorporated by reference to Form 10-Q for the fiscal quarter ended December 31,
2004, at the Exhibit indicated.[21]
    
    Incorporated by reference to Current Report on Form 8-K dated February 2, 2006, at
the Exhibit indicated.[22]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30,
2006, at the Exhibit indicated.[23]
    
    Incorporated by reference to Current Report on Form 8-K dated November 12, 2007, at
the Exhibit indicated.[24]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30,
2007, at the Exhibit indicated.[25]
    
    Identical Amendments to Employment Agreements between ESCO and executive officers
G.E. Muenster and A.S. Barclay, except that (i) the termination amounts payable under
Paragraph 9.a(1) are equal to base salary for 12 months, and (ii) under Paragraph
9.a(1)(B), such termination amounts may be paid in biweekly installments equal to
1/26th of such amounts.[26]
    
    Incorporated by reference to Current Report on Form 8-K dated December 31, 2007, at
the Exhibit indicated.[27]
    
    Incorporated by reference to Current Report on Form 8-K dated February 6, 2008, at
the Exhibit indicated. 25




---



##### 



[28]
    
    Incorporated by reference to Notice of Annual Meeting of the Stockholders and Proxy
Statement dated December 20, 2007, at the Appendix indicated.[29]
    
    Incorporated by reference to Form 10-K for the fiscal year ended September 30,
2008, at the Exhibit indicated.*
    
    Represents a management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 15(c) of this Part IV.(b)
    
    Exhibits: Reference is made to the list of exhibits in this Part IV, Item 15(a)3 above.(c)
    
    Financial Statement Schedules: Reference is made to Part IV, Item 15(a)2 above. 26




---



##### 



SIGNATURES
  ESCO TECHNOLOGIES INC.By
    (s) V.L. Richey, Jr.V.L. Richey, Jr.Chief Executive Officer   SIGNATURE
    
    TITLE(s) V.L. Richey, Jr.

V.L. Richey, Jr.
    
    Chairman, President, Chief Executive Officer and Director(s) G.E. Muenster

G.E. Muenster
    
    Executive Vice President and Chief Financial Officer, Principal
Accounting Officer(s) J.M. McConnell

J.M. McConnell
    
    Director(s) L.W. Solley

L.W. Solley
    
    Director(s) J.M. Stolze

J.M. Stolze
    
    Director(s) D.C. Trauscht

D.C. Trauscht
    
    Director(s) J.D. Woods

J.D. Woods
    
    Director
 27




---



##### 



Exhibit No.
    
    Exhibit10.55
    
    Second Amendment to Incentive Compensation Plan for Executive
Officers13
    
    The following-listed sections of the Annual Report to Stockholders
for the year ended September 30, 2009: Managements Discussion and Analysis (pgs. 10-20)Consolidated Financial Statements (pgs. 21-42)Managements Report on Internal Control over Financial
Reporting (p. 44)Report of Independent Registered Public Accounting Firm
(p.45)Five-year Financial Summary (p. 46)Common Stock Market Price (p. 46)Shareholders SummaryCapital Stock Information (p. 48)21
    
    Subsidiaries of ESCO23
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32
    
    Certification of Chief Executive Officer and Chief Financial Officer


28