NOTICE OF AWARD
                                                  ---------------


To:

From:Human  Resources  and  Compensation  Committee  of the  Board of  Directors
     ("Committee")

Subject: ESCO  Technologies  Inc. 2001 Stock  Incentive Plan ("Plan") - October,
         2004 Award

1.   Award.   The   Committee   has   awarded   to  you   --------   shares   of
Performance-Accelerated  Restricted Stock under the terms of the Plan ("Award").
The Award is subject  to all of the terms of the Plan,  a copy of which has been
delivered to you.

2. Terms. The following are the terms of the Award:

     Notwithstanding  (b), below if, during the Period of the Award, the Average
Value Per Share of Company  Stock  reaches the amount set forth in column (A), a
percentage of the Award will be accelerated  equal to the amount set forth under
column (B) subject to the  limitations  set forth in (c) and provided you comply
with the terms of the remainder of this Notice of Award.

         A                                            B
        ---                                         ---

    If the Average Value                           The Cumulative
    Per Share of Company                          Percent of Award
       Stock reaches:                          Accelerated shall be:
       --------------                          ---------------------

      $75.00 or more                                     100%
      $65.00                                              50%
      $55.00                                               0%

          (b) If you are still employed on September 30, 2009 you will earn 100%
     of the portion of the Award not yet  accelerated  provided  you comply with
     the requirements of paragraph 3.

          (c) The following additional terms will apply to the Award:

               (i) No portion of this Award may be accelerated  prior to October
          1,  2006.  One  hundred  percent  (100%)  of the  total  Award  may be
          accelerated by the end of the Fiscal Year ending September 30, 2009.

               (ii)  Once  a  portion   of  the  Award  is   accelerated   under
          subparagraph  (a),  you must  remain  employed  with the  Company or a
          subsidiary of the Company until the March 31stfollowing the end of the
          Fiscal Year in which that portion of the Award is accelerated.  If you
          terminate  employment  (voluntarily  or  involuntarily)  prior to such
          time, you will forfeit that portion of the Award.  Provided,  however,
          that if your  employment is  terminated on account of death,  or total
          and permanent  disability the foregoing  employment  requirement shall
          not apply.

               (iii) If there is a Change of  Control  (as  defined in the Plan)
          and you are  employed  by the  Company  on the date of the  Change  of
          Control,  the employment  requirement of subparagraph (ii) shall cease
          to apply to the  portion of the Award which is  accelerated  or earned
          and the number of shares  representing that portion of the Award which
          is accelerated or earned as of the date of the Change of Control shall
          be distributed to you. In addition,  the portion of the Award which is
          not yet  accelerated or earned shall be determined and  distributed to
          you at the end of the  Fiscal  Year in which  the  Change  of  Control
          occurred  provided you are still employed on such date, in lieu of all
          other provisions of this Award. If you are not employed by the Company
          as of the end of the foregoing Fiscal Year, no such  distribution will
          be made; provided,  however, that if you are involuntarily  terminated
          for reasons  other than Cause or if you  terminate for Good Reason the
          remaining shares not yet accelerated or earned shall be distributed in
          full upon such termination of employment.

                    (a)  Notwithstanding   the  foregoing   provisions  of  this
               subparagraph  (iii), in the event a certified  public  accounting
               firm  designated  by  the  Committee  (the   "Accounting   Firm")
               determines that any payment  (whether paid or payable pursuant to
               the  terms of this  Award or  otherwise  and  each  such  payment
               hereinafter  defined  as a  "Payment"  and  all  Payments  in the
               aggregate hereinafter defined as the "Aggregate Payment"),  would
               subject you to tax under  Section  4999 of the  Internal  Revenue
               Code of 1986 ("Code") then such  Accounting  Firm shall determine
               whether some amount of payments  would meet the  definition  of a
               "Reduced Amount". If the Accounting Firm determines that there is
               a Reduced Amount, payments shall be reduced so that the Aggregate
               Payments  shall equal such Reduced  Amount.  For purposes of this
               subparagraph, the "Reduced Amount" shall be the largest Aggregate
               Payment  which (a) is less than the sum of all  Payments  and (b)
               results in aggregate Net After Tax Receipts which are equal to or
               greater  than the Net After Tax  Receipts  which would  result if
               Payments were made without  regard to this  subsection  (e). "Net
               After Tax Receipt" means the Present Value (defined under Section
               280G(d)(4)  of the Code) of a Payment net of all taxes imposed on
               you under  Section 1 and 4999 of the Code by applying the highest
               marginal rate under Section 1 of the Code.

                    (b) As a result of the  uncertainty  in the  application  of
               Section 4999 of the Code at the time of the initial determination
               of the Accounting  Firm  hereunder,  it is possible that Payments
               will be made by the Company  which should not have been made (the
               "Overpayments") or that additional Payments which the Company has
               not made could have been made (the "Underpayments"), in each case
               consistent with the  calculations of the Accounting  Firm. In the
               event  that  the  Accounting  Firm,  based  either  upon  (A) the
               assertion of a deficiency by the Internal Revenue Service against
               the Company or you which the Accounting  Firm believes has a high
               probability  of success  or (B)  controlling  precedent  or other
               substantial  authority,  determines  that an Overpayment has been
               made, any such Overpayment shall be treated for all purposes as a
               loan to you which you shall  repay to the Company  together  with
               interest at the  applicable  Federal rate provided for in Section
               7872(f)(2)(A)  of the  Code;  provided,  however,  that no amount
               shall be payable by you to the  Company if and to the extent such
               payment  would not reduce the amount which is subject to taxation
               under  Section 1 and Section 4999 of the Code or if the period of
               limitations for assessment of tax has expired.  In the event that
               the Accounting Firm,  based upon  controlling  precedent or other
               substantial  authority,   determines  that  an  Underpayment  has
               occurred,  any such  Underpayment  shall be promptly  paid by the
               Company to you together with interest at the  applicable  Federal
               rate provided for in Section 7872(f)(2)(A) of the Code.

3. Share Ownership  Requirements.  You must own directly or beneficially Company
Stock in the  amount  of 50 % of the  number  of  shares  covered  by the  Award
(hereinafter  referred to as "Minimum  Required  Shares")  and provide  proof of
ownership satisfactory to the Committee of that number of shares as of September
30, 2005.  You must also notify the Company at any time during the Period of the
Award on or after  September  30, 2005 if you sell or  otherwise  transfer  such
shares and your total share ownership is less than the Minimum  Required Shares.
If, at any time during the Period of the Award on or after  September  30, 2005,
you own zero shares,  100% of the Award not yet  accelerated  will be forfeited.
If, at any time during the Period of the Award on or after  September  30, 2005,
you own some shares but less than the Minimum Required Shares,  you will forfeit
a pro rata portion of the Award not yet accelerated  based upon the ratio of the
number of shares you own to the Minimum Required Shares.

4.  Definitions.  For purposes of the Award,  the following terms shall have the
following meanings:

     (a) "Average Value Per Share" shall mean the average for any consecutive 30
day trading  period in which Company Stock is traded of the daily closing prices
of Company Stock on the New York Stock Exchange.

     (b) "Cause" shall mean:

               (i) The willful and continued  failure to  substantially  perform
          your duties with the  Company or one of its  subsidiaries  (other than
          any such failure  resulting from  incapacity due to physical or mental
          illness),  after a written demand for such performance is delivered to
          you by ESCO's CEO or his delegate  which  specifically  identifies the
          manner in which such ESCO's CEO or his delegate believes that you have
          not substantially performed your duties; or

               (ii) The  willful  engaging in (A)  illegal  conduct  (other than
          minor  traffic  offenses),  or (B) conduct  which is in breach of your
          fiduciary duty to the Company or one of its  subsidiaries and which is
          demonstrably injurious to the Company or one of its subsidiaries,  any
          of their reputations, or any of their business prospects. For purposes
          of this  subparagraph  (ii)  and  subparagraph  (i)  above,  no act or
          failure to act on your part shall be considered "willful" unless it is
          done, or omitted to be done, by you in bad faith or without reasonable
          belief that your action or omission  was in the best  interests of the
          Company or one of its subsidiaries.  Any act, or failure to act, based
          upon  authority  given  pursuant to a  resolution  duly adopted by the
          Board of  Directors of the Company or based upon the advice of counsel
          for the Company shall be conclusively  presumed to be done, or omitted
          to be done,  by you in good  faith  and in the best  interests  of the
          Company or one of its subsidiaries;

The cessation of your  employment  shall not be deemed to be for "Cause"  unless
and until there shall have been  delivered  to you a written  notice that in the
CEO's or his  delegate's  opinion  you are guilty of the  conduct  described  in
subparagraph  (i) or (ii)  above,  and  specifying  the  particulars  thereof in
detail.

          (c) "Company Stock" shall mean common stock of the Company.

          (d) "Fiscal Year" shall mean the fiscal year of the Company which,  as
     of the date hereof,  is the twelve month  period  commencing  October 1 and
     ending September 30.

          (e) "Good Reason" shall mean:

               (i) Requiring you to be based at any office or location more than
          50 miles from your  office or location as of the date of the Change of
          Control;

               (ii) The  assignment  to you of any  duties  inconsistent  in any
          respect with your  position  (including  status,  offices,  titles and
          reporting requirements),  authority,  duties or responsibilities as of
          the date of the Change of Control or in  conjunction  with a Change in
          Control  any action by the  Company or any of its  subsidiaries  which
          results  in a  diminution  in  such  position,  authority,  duties  or
          responsibilities,  excluding  for this  purpose an action taken by the
          Company or one of its subsidiaries,  to which you object in writing by
          notice to the Company within 10 business days after you receive actual
          notice of such action,  which is remedied by the Company or one of its
          subsidiaries  promptly but in any event no later than 5 business  days
          after you provided such notice, or

               (iii) The reduction in your total compensation and benefits below
          the level in effect as of the date of the Change of Control.

          (f) "Period of the Award" means the period commencing  October 1, 2006
     and ending on September 30, 2009.

5. Parallel  Incentive The Committee  may, but is not obligated to,  authorize a
payment of a portion of the Award based upon its discretionary evaluation of the
Company's  financial  performance  during  the  Period of the Award  even if the
foregoing  objectives are not fully met.  Examples of  performance  measures the
Committee  may consider  include,  but are not limited to, cash flow,  earnings,
sales and margins.

6. Medium of Payment.  The Committee shall direct that any distribution shall be
made in accordance with the terms of the Plan.

7.  Restrictions.  You agree that for the period  ending two (2) years after the
expiration  of the Period of the Award,  you will not, 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, do any of the
following:

          (a) carry on any business or become 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 you were  engaged in the course of your  employment  with
     the Company (or a subsidiary or joint venture of the Company);

          (b) hire, or assist  anyone else to hire,  any employee of the Company
     (or any  subsidiary or joint venture of the Company),  or seek to persuade,
     or assist anyone else to seek to persuade,  any employee of the Company (or
     any subsidiary or joint venture of the Company), to discontinue  employment
     with the Company (or any subsidiary or joint venture of the Company);

          (c) induce or attempt to induce,  or assist  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) engage 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.

In the event of a breach or  threatened  breach of this  Paragraph 7 the Company
shall be entitled,  in addition to any other legal or equitable  remedies it may
have, to temporary, preliminary and permanent injunctive relief restraining such
breach or threatened  breach.  You hereby  expressly  acknowledge  that the harm
which  might  result as a result of any  noncompliance  by you would be  largely
irreparable,  and you agree that if there is a question as to the enforceability
of any of the  provisions  of this  Agreement,  you will abide by the  Agreement
until after the  question  has been  resolved by a final  judgment of a court of
competent jurisdiction.

8.  Choice  of Law.  This  Agreement  shall be  construed  and  administered  in
accordance  with  the  laws of the  State  of  Missouri  without  regard  to the
principles  of  conflicts of law which might  otherwise  apply.  Any  litigation
concerning  any  aspect of this  Agreement  shall be  conducted  in the State or
Federal Courts in the State of Missouri.

9.  Amendment.  The Award may be amended by written  consent between the Company
and you.

Executed this ------- day of----------, 20----.


ESCO TECHNOLOGIES INC.                             AGREED TO AND ACCEPTED:


By: ---------------                                --------------
    Vice President                                 Participant

Attest: -------------
        Secretary