EXHIBIT 10.2


 


ESCO TECHNOLOGIES INC.


 


FOURTH AMENDED AND RESTATED

SEVERANCE PLAN


 


November 17, 2020


 


[Marked
to indicate substantive additions
or deletions from the previous version of the Plan]


 


This Fourth Amended and Restated Severance
Plan (“Plan”) is hereby adopted as of November 17, 2020 by ESCO TECHNOLOGIES INC., a Missouri corporation (the
 “Company”), formerly known as ESCO Electronics Corporation. The Plan was originally adopted by the Company as of the
10th day of August, 1995, was amended and restated effective February 5, 2002, October 3, 2007, November 11, 2015
and is now amended and restated by this Fourth Amendment to Severance Plan effective November 17, 2020 .


 


In order to retain competent and experienced
executives in a Change of Control circumstance, the Company is providing the individuals designated as Executives under this Plan
with certain rights and benefits as set forth herein.


 


1.       Certain
Definitions. For purposes of this Plan the following terms shall have the following meanings:


 


		(a)	“Adverse Amendment” shall mean any amendment,
                                         change or modification, including termination of the Plan that in any manner reduces
                                         or eliminates the benefits provided hereunder, if such amendment, change or modification
                                         (i) was at the request of a third party who, at such time, had taken steps reasonably
                                         calculated to effect a Change of Control, and (ii) a Change of Control occurs within
                                         ninety calendar days of such amendment, change or modification.



 


		(b)	“Applicable Multiplier” shall mean two.



 


		(c)	“Bonus Target” shall mean the cash bonus
                                         centerpoint approved by the Human Resource and Compensation Committee of the Board (“HRCC”),
                                         or by the Company’s Chief Executive Officer (“CEO”), in the case of Executives
                                         who are not officers of the Company.



 


		(d)	“Change of Control” shall mean:



 


		i.	The purchase or other acquisition by any person, entity or group
                                         of persons (herein “Acquirer”), within the meaning of Section 13(d) or
                                         14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                                         (excluding, for this purpose, the Company or its subsidiaries or any employee benefit
                                         plan of the Company or its subsidiaries), of beneficial ownership (within the meaning
                                         of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then-outstanding
                                         shares of common stock of the Company or the combined voting power of the Company’s
                                         then-outstanding voting securities entitled to vote at any general or special meeting
                                         of shareholders; or



 


		ii.	A change in composition of the Board of Directors of the Company
                                         (the “Board” and, as of the date hereof, the “Incumbent Board”)
                                         resulting in individuals who constitute the Incumbent Board ceasing for any reason to
                                         constitute at least a majority of the Board, provided that any person who becomes a director
                                         subsequent to the date hereof whose election or nomination for election by the Company’s
                                         shareholders, was approved by a vote of at least a majority of the directors then comprising
                                         the Incumbent Board (other than an individual whose initial assumption of office is in
                                         connection with an actual or threatened election contest relating to the election of
                                         the directors of the Company, as such terms are used in Rule 14a-11 of Regulation
                                         14A promulgated under the Exchange Act) shall be, for purposes of this section, considered
                                         as though such person were a member of the Incumbent Board (such resulting Board referred
                                         to herein as “Successor Board”); or



 


		iii.	Approval by the stockholders of the Company of (a) a reorganization,
                                         merger or consolidation, in each case with respect to which persons who were the stockholders
                                         of the Company immediately prior to such reorganization, merger or consolidation do not,
                                         immediately thereafter, own more than 50% of, respectively, the common stock and the
                                         combined voting power entitled to vote generally in the election of directors of the
                                         reorganized, merged or consolidated corporation’s then-outstanding voting securities,
                                         or (b) a liquidation or dissolution of the Company or of the sale of all or substantially
                                         all of the assets of the Company. The surviving entity of such reorganization, merger
                                         or consolidation, or the entity which receives through liquidation or dissolution all
                                         or substantially all of the assets of the Company is referred to herein as “Successor
                                         Entity.”



 






    


     


    

 


	 	 	Notwithstanding the foregoing, an isolated sale, spin-off, joint venture or other business combination by the Company, which involves
one or more divisions or subsidiaries of the Company and is approved by a majority vote of the Incumbent Board, shall not be deemed
to be a Change of Control.




 


		(e)	“Code” shall mean the Internal Revenue
                                         Code of 1986, as amended.



 


		(f)	“Effective Date” shall mean the date on
                                         which a Change of Control occurs. Anything in this Plan to the contrary notwithstanding,
                                         (i) in the event of an Adverse Amendment, the Effective Date shall be the date immediately
                                         prior to the Adverse Amendment; and (ii) the Effective Date with respect to a Previously
                                         Terminated Executive shall be the date immediately prior to the date of such Executive’s
                                         termination.



 


		(g)	“Equity
                                         Awards” shall mean an Equity Award approved by the HRCC or Executive Committee
                                         and given to an Executive pursuant to the Company’s 2018 Omnibus Incentive Plan,
                                         or such other Plan as may be approved by shareholders from time-to-time.



 


		(h)	“Executive’s
                                         Equity Award Agreement(s)” shall mean the agreement provided to the Executive detailing
                                         the timing and number of shares of Company common stock and/or compensation awarded to
                                         the Executive under terms and conditions outlined therein.



 


		(i)	“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.



 


		(j)	“Previously Terminated Executive” shall
                                         mean an Executive whose employment with the Company is terminated within ninety calendar
                                         days prior to a Change of Control; such termination was at the request of a third party
                                         who, at such time, had taken steps reasonably calculated to effect a Change of Control;
                                         and such termination was not because of Death or Disability, for Cause or
                                         by the Executive Without Good Reason, as such terms are defined in Sections
                                         5(a), 5(b) and 5(e) respectively.



 


		(k)	“Severance Coverage Period” shall mean
                                         the period commencing on the Effective Date and ending on the third anniversary of such
                                         date.



 


2.       Administration
and Eligibility. The HRCC shall be solely responsible for the overall administration of the Plan. The HRCC shall determine
the eligibility of the CEO to participate in the Plan, and the CEO shall have the sole authority to designate additional individuals
as participants subject to this Plan. The CEO and each designated individual are referred to as “Executive” and collectively
as “Executives”.


 


3.       Performance
Accelerated Restricted Stock Awards under the Company’s Incentive Compensation Plans. Upon a Change
of Control, Executive shall be entitled to receive an amount equal to the dollar value of any Performance Accelerated Restricted
Stock shares which had been awarded to Executive but had not been distributed to Executive, whether such shares have been accelerated,
vested or earned, or in the case of a Previously Terminated Executive, notwithstanding that such shares have been cancelled as
a result of such termination. The dollar value amount shall be determined by multiplying the average of the closing price of the
Company’s common stock on the New York Stock Exchange (“NYSE”) on the last ten trading days prior to the Change
of Control by the number of such shares. All such outstanding Performance Accelerated Restricted Stock awards for which Executive
receives payment, as described above, shall be considered cancelled. Such amounts shall be paid within thirty (30) days of the
Change of Control.

Equity
Awards under the Company’s Omnibus Incentive Plan. Upon a Change of Control the Acquirer or Successor Entity shall assume
all obligations of the Company under the Executive’s outstanding Equity Awards. The Equity Awards will be converted to equivalent
awards of Acquirer shares in accordance with the terms of the Equity Award Agreement(s). In the event the Company’s obligations
under the Executive’s Equity Award(s) cannot or will not be assumed by the Acquirer or Successor Entity, then the Executive’s
Equity Award(s) will vest immediately prior to the Change of Control and be distributed in accordance with the terms and
conditions of the Executive’s Equity Award Agreement(s).


 


4.       Employment
During Severance Coverage Period. Except for any Previously Terminated Executive or an Executive whose employment is otherwise
earlier terminated in accordance with Section 5, the Company or the Acquirer or the Successor Entity, as the case may be
(herein “Employer”) shall retain each Executive in its employ for and during the Severance Coverage Period. The terms
of such employment shall be in accordance with this Section 4.


 






    


     


    

 


		(a)	Location and Duties.



 


		i.	During the Severance Coverage Period, each Executive’s
                                         services shall be required to be performed only at the location where the Executive was
                                         employed immediately preceding the Effective Date, or at any office or location less
                                         than 50 miles from such location.



 


		ii.	During the Severance Coverage Period, and excluding any periods
                                         of vacation and sick leave to which an Executive is entitled, each Executive will be
                                         expected to devote reasonable attention and time during normal business hours to the
                                         business and affairs of the Employer and, to the extent necessary to discharge the responsibilities
                                         assigned to the Executive, to use the Executive’s reasonable best efforts to perform
                                         faithfully and efficiently such responsibilities. To the extent that any of the following
                                         activities have been conducted by an Executive prior to the Effective Date, the continued
                                         conduct of such activities (or the conduct of activities similar in nature and scope
                                         thereto) subsequent to the Effective Date shall not hereafter be deemed to interfere
                                         with the performance of the Executive’s responsibilities to the Employer: (A) serving
                                         on corporate, civic or charitable boards or committees, (B) delivering lectures,
                                         fulfilling speaking engagements or teaching at educational institutions, and (C) managing
                                         personal investments.



 


		(b)	Compensation. During the Severance Coverage Period,
                                         each Executive shall receive:



 


		i.	Base Salary. An annual base salary (“Base Salary”)
                                         in an amount not less than the annual base salary as determined by the HRCC
                                         for the Fiscal Year in which the Effective Date occurs in
                                         effect immediately prior to the Effective Date. Base Salary shall be paid
                                         in equal installments each year in accordance with the Employer’s normal payroll
                                         practices, but not less frequently than monthly. Such Base Salary shall be prorated for
                                         any partial year of employment during the Severance Coverage Period.



 


		ii.	Annual Bonus. A minimum annual bonus (“Annual Bonus”)
                                         in an amount not less than the Executive’s Bonus Target for the Fiscal
                                         Year in which the Effective Date occurs last
                                         approved by the HRCC prior to the Effective Date. Such Annual Bonus shall
                                         be paid to the Executive each Fiscal Year year
                                         prior to November 30. Such Annual Bonus shall be prorated for any partial
                                         year of employment during the Severance Coverage Period.



 


		iii.	Benefits. All matching or other employer contributions under
                                         the ESCO Savings and Investment Plan and the Employee Stock Purchase Plan (or a cash
                                         equivalent in the event such plans are not provided by the Employer), welfare benefits
                                         and other employee benefits, fringe benefits, and perquisites in amounts and on terms
                                         not less favorable than those to which the Executive was entitled on the Effective Date,
                                         subject only to benefits reductions within the scope of Section 5(d)(i).



 


		iv.	Payments in Lieu of Performance Accelerated Restricted
                                         Stock Equity
                                         Awards under the Company’s Incentive Compensation Plans. No later than
                                         October 30th of each Fiscal Year year
                                         during the Severance Coverage Period, Executive shall receive (prorated for
                                         any partial year) the benefit described in either (a) or (b) below.



 


		a.	The cash equivalent of the shares of Company common stock
                                         included in the last Performance Accelerated Restricted Stock Equity
                                         Award(s) given to Executive prior to the Effective Date. Such
                                         cash equivalent shall be calculated by taking the total number of shares of Company common
                                         stock in the Executive’s last Equity Award(s) prior to the Effective
                                         Date, and multiplying it by the average of the closing price of the Company’s common
                                         stock on the NYSE on the ten fifteen
                                         trading days prior to the Change of Control (such annual value referred to
                                         as the “Annual Performance Share Equity
                                         Award Value”).



 


		b.	At the option of the Employer, freely transferrable
                                         time
                                         vested restricted shares of common stock of the Acquirer or Successor Entity
                                         (or the Acquirer’s or Successor Entity’s parent) (provided such shares are
                                         publicly traded on the NYSE or NASDAQ stock exchange and
                                         freely transferrable once vested) equivalent in share value to the Annual
                                         Performance Share Equity
                                         Award Value, valued using the average closing price of such common stock on
                                         the last ten fifteen
                                         trading days prior to the end of such Fiscal
                                         Year date
                                         such common stock is awarded to Executive (“Equity Award Equivalents”). Such
                                         Equity Award Equivalents shall be subject to time based vesting requirements equivalent
                                         to the vesting requirements contained in the last Equity Award given to Executive prior
                                         to the Effective Date but in no case greater than three years from the date of Equity
                                         Award.



 






    


     


    

 


5.       Termination
of Employment.


 


		(a)	Death or Disability. An Executive’s employment shall
                                         terminate automatically upon the Executive’s death during the Severance Coverage
                                         Period. If the Employer determines in good faith and as set forth below that the Disability
                                         of the Executive has occurred or is continuing during the Severance Coverage Period,
                                         it may provide to the Executive written notice of its intention to terminate the Executive’s
                                         employment. In such event, the Executive’s employment with the Employer shall terminate
                                         effective on the 30th day after receipt of such notice by the Executive (the “Disability
                                         Effective Date”), provided that, within the 30 days after such receipt, the Executive
                                         shall not have returned to full-time performance of the Executive’s duties. For
                                         purposes of this Plan, “Disability” shall mean the absence of the Executive
                                         from the Executive’s duties with the Employer on a full-time basis for 180 consecutive
                                         business days as a result of incapacity due to mental or physical illness which incapacity
                                         is determined to be total and permanent by a physician selected by the Employer or its
                                         insurers and acceptable to the Executive or the Executive’s legal representative
                                         (such agreement as to acceptability not to be withheld unreasonably).



 


		(b)	Cause. The Employer may terminate an Executive’s
                                         employment during the Severance Coverage Period for Cause. For the sole and exclusive
                                         purposes of this Plan, “Cause” shall mean:



 


		i.	The willful and continued failure of the Executive to perform
                                         substantially all of the Executive’s duties with the Employer or one of its affiliates
                                         (other than any such failure resulting from incapacity due to physical or mental illness),
                                         after a written demand for such performance is delivered to the Executive by the Employer’s
                                         Board of Directors in a case where the Executive is the CEO, or otherwise by the CEO,
                                         which specifically identifies the manner in which such Board or CEO believes that the
                                         Executive has not substantially performed the Executive’s duties, or



 


		ii.	The willful engaging by the Executive in (A) illegal conduct
                                         (other than minor offenses), or (B) conduct which is in breach of the Executive’s
                                         fiduciary duty to the Employer and which is demonstrably injurious to the Employer, its
                                         reputation or its business prospects.



 


	 	 	For purposes of this Section 5(b), no act or failure to act, on the part of the Executive, shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s
action or omission was in the best interests of the Employer. Any act, or failure to act, based upon authority given pursuant
to a resolution duly adopted by the Employer’s Board of Directors or upon the instructions of such Executive’s superior
or based upon the advice of counsel for the Employer shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Employer. The termination of employment of the Executive shall not be
deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership of Employer’s Board of Directors at a meeting
of such Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given
an opportunity, together with counsel, to be heard before such Board), finding that, in the good-faith opinion of the Board, the
Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof
in detail.




 


		(c)	Without Cause. Any termination of an Executive’s
                                         employment during the Severance Coverage Period, other than as provided in 5(a), 5(b) or
                                         5(e), is referred to for the sole and exclusive purposes of this Plan as “Without
                                         Cause.”



 


		(d)	Good Reason. An Executive may terminate his
                                         employment for Good Reason. For the sole and exclusive purposes of this Plan, “Good
                                         Reason” shall mean:



 


		i.	any material failure by the Company or Employer to comply with
                                         any of the provisions of this Plan, including but not limited to Section 11(c),
                                         other than a failure to comply with Section 4(b)(iii) solely by reason of a
                                         reduction in benefits that applies to all salaried employees who are exempt from the
                                         wage and hour provisions of the Fair Labor Standards Act;



 


		ii.	the Employer’s requiring the Executive to be based at
                                         any office or location other than as provided in Section 4(a)(i);



 


		iii.	a material diminution in the Executive’s authority, duties
                                         or responsibilities or any change in his compensation provided in Section 4(b) other
                                         than a failure to comply with Section 4(b)(iii) solely by reason of a reduction
                                         in benefits that applies to all salaried employees who are exempt from the wage and hour
                                         provisions of the Fair Labor Standards Act; or



 






    


     


    

 


		iv.	Executive is placed on terminal leave of absence by the Employer.
                                         Terminal Leave for purposes of this Plan is defined as a situation whereby the executive
                                         is willing and able to perform his normal responsibilities, is relieved of these normal
                                         responsibilities by the Employer and continues to receive normal pay and benefits. Provided,
                                         however, that termination of employment shall be for “Good Reason” only if
                                         (i) the Executive provides notice to the Employer of the existence of the applicable
                                         event described in this paragraph 5(d) no later than 90 days following the initial
                                         occurrence of such event, (ii) the Employer fails to remedy such event within 30
                                         days after receiving such notice, and (iii) such termination occurs during the Severance
                                         Coverage Period.



 


		(e)	Without Good Reason. An Executive may voluntarily terminate
                                         his employment during the Severance Coverage Period without Good Reason and
                                         this shall be referred to for the sole and exclusive purposes of this Plan as “Without
                                         Good Reason”.



 


		(f)	Notice of Termination. Any termination of employment
                                         hereunder shall be communicated by Notice of Termination to the other party hereto given
                                         in accordance with Section 12(c). For purposes of this Plan, a “Notice of
                                         Termination” means a written notice which (i) indicates the specific termination
                                         provision in this Plan relied upon, (ii) to the extent applicable, sets forth in
                                         reasonable detail the facts and circumstances claimed to provide a basis for termination
                                         of the Executive’s employment under the provision so indicated and (iii) if
                                         the Date of Termination (as defined below) is other than the date of receipt of such
                                         notice, specifies the termination date (which date shall be not more than 90 days after
                                         the giving of such notice). Any failure by an Executive or the Employer to set forth
                                         in the Notice of Termination any fact or circumstance which contributes to a showing
                                         of Good Reason or Cause shall not waive any right of the Executive or the Employer, respectively,
                                         hereunder or preclude the Executive or the Employer, respectively, from asserting such
                                         fact or circumstance in enforcing the Executive’s or the Employer’s rights
                                         hereunder.



 


		(g)	Date of Termination means (i) in the event of
                                         the termination of Executive’s employment by the Employer for Cause, or by the
                                         Executive for Good Reason, the date of receipt of the Notice of Termination or any later
                                         date specified therein, as the case may be; (ii) in the event the Executive’s
                                         employment is terminated by the Employer on or after the date of a Change of Control
                                         other than for Cause, Death or Disability, the Date of Termination shall be the date
                                         90 days after the date on which the Employer notifies the Executive of such termination;
                                         (iii) with respect to a Previously Terminated Executive, the Date of Termination
                                         shall be the Effective Date; (iv) in the event that the Executive’s employment
                                         is terminated by the Executive Without Good Reason, the Date of Termination shall be
                                         the earlier of (A) the effective date of Executive’s notice of termination
                                         or (B) the date 14 days after the date on which the Executive notifies the Employer
                                         of such termination; and (v) if the Executive’s employment is terminated by
                                         reason of Death or Disability, the Date of Termination shall be the date of death of
                                         the Executive or the Disability Effective Date, as the case may be.



 


6.       Obligations
of the Employer upon Termination.


 


		(a)	Without Cause; Good Reason. If, during the Severance
                                         Coverage Period, the Employer shall terminate the Executive’s employment Without
                                         Cause or the Executive shall terminate employment for Good Reason:



 


		i.	The Employer shall pay to the Executive in a lump sum in cash
                                         within 30 days after the Date of Termination the aggregate of the following amounts:



 


		A.	To the extent not theretofore paid, the Executive’s
                                         current annual Base Salary pro-rated through the Date of Termination; plus



 


		B.	To the extent not theretofore paid, an Annual Bonus for the
                                         Fiscal Year year
                                         during which the termination occurs pro-rated through the Date of Termination;
                                         plus



 


		C.	The product of the Applicable Multiplier times Final Compensation,
                                         where “Final Compensation” means the sum of (x) the Base Salary, plus
                                         (y) an amount equal to the Annual Bonus; plus.



 


		D.	Vacation pay equal to Final
                                         Compensation per business day based on 260 business days each fiscal year multiplied
                                         by the number of days of earned vacation not taken as of the Date of Termination.



 






    


     


    

 


		ii.	The Employer shall continue to provide to the Executive, or
                                         reimburse the Executive for the cost of, all health, vision, disability, dental, and
                                         life insurance, financial planning, club membership, and automobile benefits(including
                                         gross up for taxes if provided prior to the Effective Date) in amounts and on terms not
                                         less favorable than those to which the Executive was entitled on the Date of Termination
                                         or on the Effective Date, whichever is greater, for that number of years after the Date
                                         of Termination as is equal to the Applicable Multiplier, and the Employer shall pay or
                                         provide any other amounts or benefits required by law to be paid or provided to the Executive
                                         or which the Executive is entitled to receive under any plan, program, policy, practice,
                                         contract or agreement of the Employer or any of its affiliated companies.



 


		iii.	If the aggregate amounts under (i) above are not paid
                                         to the Executive when due, interest thereon shall accrue and be paid to the Executive
                                         at the rate of the lesser of (A) prime plus 3% 15%
                                         per annum, compounded monthly or (B) the maximum rate allowed by law.



 


		iv.	As a condition of receiving payments and benefits under this
                                         Section 6(a), the Executive must provide the Employer with a release, satisfactory
                                         to the Employer in its sole discretion, of all claims, charges and causes of action the
                                         Executive may have arising out of or relating in any way to the Executive’s employment
                                         by the Employer and its affiliated companies and the termination of such employment,
                                         including, but not limited to, ADEA waivers.



 


		(b)	Termination in Other Cases. If an Executive’s
                                         employment is terminated during the Severance Coverage Period by reason of the Executive’s
                                         Death or Disability, for Cause, or as a result of the Executive’s termination thereof
                                         Without Good Reason, this Plan shall terminate with respect to the Executive without
                                         further obligations to the Executive or the Executive’s legal representative under
                                         this Plan, provided that if Executive’s employment is terminated during the Severance
                                         Coverage Period by reason of the Executive’s Disability, Executive shall be eligible
                                         for any long term disability benefits offered by the Employer to the extent available
                                         to comparable senior managers.



 


7.         Non-Exclusivity
of Rights. Nothing shall herein limit or otherwise affect such rights as an Executive may have under any other contract or
agreement with the Company or any of its affiliated companies or by law. Amounts which are vested benefits or which any Executive
is otherwise entitled to receive under any other plan, policy, practice or program of or any contract or agreement with the Company
or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with its terms,
unless explicitly modified by this Plan.


 


8.         No Obligation
to Mitigate. The Company’s obligation to make the payments provided for in this Plan and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company
may have against any Executive. Except as otherwise provided in this Section 8, in no event shall any Executive be obligated
to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the
provisions of this Plan and such amounts shall not be reduced whether or not the Executive obtains other employment. Notwithstanding
the foregoing, if the Executive obtains other employment, the Company’s obligation to provide medical, hospitalization,
disability, dental or life insurance benefits under Section 6(a)(ii) shall be reduced to the extent such benefits are
provided to the Executive as a result of such other employment.


 


9.         Legal
Expenses. The Employer and its affiliated companies shall pay promptly upon submission of appropriate invoices, to the full
extent permitted by law, all reasonable attorneys' fees and related expenses which any Executive reasonably deems necessary to
incur in connection with any dispute with respect to the validity or enforceability of, or liability under, any provision of this
Plan (including without limitation any dispute as to the amount of any payment pursuant to this Plan); provided, however, that
if the Employer is advised by independent counsel that it will probably prevail if the dispute is litigated on a motion for summary
judgment, the Employer may refrain from such payments so long as the Employer actively pursues a decision on such motion, and
if such motion is granted and becomes a final, non-appealable order, the Employer shall have no obligation under this Section 9
with respect to the Executive’s attorneys' fees and related expenses in connection with such dispute. However, if such motion
for summary judgment is denied and if such denial becomes a final, non-appealable order, the Employer shall pay such attorneys'
fees and related expenses, or, if the Executive had already paid such attorneys' fees and related expenses, the Employer shall
reimburse the Executive for such payment, together with interest, from the date of such payment to the date of reimbursement,
at the rate of the lesser of (A) prime plus 3% 15%
per annum, compounded monthly or (B) the maximum rate allowed by law.


 






    


     


    

 


10.     Provisions
Relating to Taxation of Payments.


 


		(a)	Anything in this Plan to the contrary notwithstanding, in
                                         the event it shall be determined that any Payment or distribution by the Employer to
                                         or for the benefit of any Executive (whether paid or payable or distributed or distributable
                                         pursuant to the terms of this Plan or otherwise) would be subject to the excise tax imposed
                                         by Section 4999 of the Internal Revenue Code of 1986 (the “Code”) (or
                                         any other provision of the Code relating to excise taxes or “excess parachute payments”)
                                         or any interest or penalty is imposed on an Executive with respect to such excise tax,
                                         the Executive shall not be entitled to receive any additional Payment in any amount to
                                         compensate for such tax, interest or penalty.



 


		(b)	For purposes of this Section, (i) “Payment”
                                         shall mean any payment or distribution in the nature of compensation to or for the benefit
                                         of an Executive, whether paid or payable pursuant to this Plan or otherwise; (ii) “Net
                                         After Tax Receipt” shall mean the Present Value of a Payment net of all taxes imposed
                                         on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined
                                         by applying the highest marginal rate under Section 1 of the Code which applied
                                         to the Executive’s taxable income for the immediately preceding year; (iii) “Present
                                         Value” shall mean such value determined in accordance with Section 280G(d)(4) of
                                         the Code; and (iv) “Reduced Amount” shall mean the largest aggregate
                                         amount of Payments 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 relate to or would result if Payments were made without regard to
                                         this Section 10.



 


		(c)	Anything in this Plan to the contrary notwithstanding, in
                                         the event a certified public accounting firm designated by the Employer (the “Accounting
                                         Firm”) shall determine that receipt of all Payments would subject the Executive
                                         to tax under Section 4999 of the Code, it 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, the Payments under this Plan shall be
                                         reduced so that the aggregate Payments shall equal such Reduced Amount.



 


		(d)	While it is the intention of the Employer that the amount
                                         of Payments to the Executive shall result in the maximum aggregate Net After Tax Receipts
                                         to the Executive, as a result of the uncertainty in the application of Section 4999
                                         of the Code at the time of the initial determination by the Accounting Firm hereunder,
                                         it is possible that amounts will have been paid or distributed by the Employer to or
                                         for the benefit of the Executive pursuant to this Plan which should not have been so
                                         paid or distributed (“Overpayment”) or that additional amounts which will
                                         have not been paid or distributed by the Employer to or for the benefit of the Executive
                                         pursuant to this Plan could have been so paid or distributed (“Underpayment”),
                                         in each case, consistent with the calculation of the Reduced Amount hereunder. In the
                                         event that the Accounting Firm, based either upon the assertion of a deficiency by the
                                         Internal Revenue Service against the Employer or the Executive which the Accounting Firm
                                         believes has high probability of success or controlling precedent or other substantial
                                         authority, determines that an Overpayment has been made, any such Overpayment paid or
                                         distributed by the Employer to or for the benefit of the Executive shall be treated for
                                         all purposes as a loan ab initio to the Executive which the Executive shall repay
                                         to the Employer together with interest at the applicable federal rate provided for in
                                         Section 7872(f)(2) of the Code; provided, however, that no such loan shall
                                         be deemed to have been made and no amount shall be payable by the Executive to the Employer
                                         if and to the extent such deemed loan and payment would not either reduce the amount
                                         on which the Executive is subject to tax under Section 1 and Section 4999 of
                                         the Code or generate a refund of such taxes. 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 Employer to or for
                                         the benefit of the Executive together with interest at the applicable federal rate provided
                                         for in Section 7872(f)(2) of the Code.



 


11.     Successors.


 


		(a)	This Plan shall inure to the benefit of and be enforceable
                                         by the Executive and the Executive’s legal representative.



 


		(b)	This Plan shall inure to the benefit of and be binding upon
                                         the Employer and its successors and assigns.



 


		(c)	The Company shall require any Acquirer or Successor to expressly
                                         assume and agree to perform all of the obligations of Company, Acquirer or Successor
                                         Entity set forth in this Plan and provide to each Executive the benefits provided for
                                         in this Plan.



 






    


     


    

 


12.     Miscellaneous.


 


		(a)	This Plan shall be governed by and construed in accordance
                                         with the laws of the State of Missouri, without reference to principles of conflict of
                                         laws. The captions of this Plan are not part of the provisions hereof and shall have
                                         no force or effect.



 


		(b)	This Plan may be amended, changed or modified by the HRCC
                                         with respect to changes impacting the CEO, and by the CEO with respect to changes impacting
                                         other Executives, prior to the Effective Date in any manner (including adding or deleting
                                         Executives) by written notice to all affected Executives given in accordance with subparagraph
                                         (c) below; provided, however, no such amendment, change or modification adverse
                                         to the rights of any Executive hereunder shall become effective if such amendment, change
                                         or modification occurs within one year prior to the Effective Date. This Plan is intended
                                         to benefit and create a binding contractual relationship between each Executive and the
                                         Company, and to be enforceable by any Executive, with respect to such Executive, according
                                         to its terms.



 


		(c)	All notices and other communications hereunder shall be in
                                         writing and shall be given by hand delivery to the other party or by registered or certified
                                         mail, return receipt requested, postage prepaid, addressed as follows:



 


If to the Executive:


 


At the current home address of the Executive identified
in the personnel records of the Company.


 


If to the Company:


 


General Counsel

ESCO Technologies Inc.

9900A Clayton Road

St. Louis, MO 63124-1186


 


Notices and communications shall be effective at
the time they are given in the foregoing manner.


 


		(d)	The Employer shall withhold from any amounts payable under
                                         this Plan such Federal, state, local or foreign taxes as may be required to be withheld
                                         pursuant to any applicable law or regulation.



 


		(e)	An Executive’s or the Employer’s failure to insist
                                         upon strict compliance with any provision hereof or any other provision of this Plan
                                         or the failure to assert any right the Executive or the Employer may have hereunder,
                                         including, without limitation, the right of an Executive to terminate employment for
                                         Good Reason of this Plan, shall not be deemed to be a waiver of such provision or right
                                         or any other provision or right of this Plan.



 


		(f)	Prior to the Effective Date, except as may otherwise be provided
                                         under any other written agreement between an Executive and the Company, the employment
                                         of the Executive by the Company is “at will” and any Executive’s employment
                                         may be terminated by either the Executive or the Company, in which case such Executive
                                         shall have no further rights under this Plan. As of the Effective Date, except as may
                                         otherwise be provided under any other written agreement between an Executive and the
                                         Employer, the employment of the Executives by the Employer is “at will” and,
                                         any Executive’s employment may be terminated by either the Executive or the Employer,
                                         in which case the rights and obligations of the Employer and the Executive shall be as
                                         outlined under this Plan.



 


IN WITNESS WHEREOF, the foregoing Fourth
Amended and Restated Severance Plan was adopted on the 17th day of November, 2020.


 


ESCO
TECHNOLOGIES INC.


 


	By:	 	 




 









    


     


    

 


ESCO TECHNOLOGIES INC.


 


FOURTH AMENDED AND RESTATED SEVERANCE
PLAN


 


NOTICE OF ACCEPTANCE


 


I acknowledge that I have received a copy of the ESCO Technologies
Inc. Fourth Amended and Restated Severance Plan, dated and to be effective November 17, 2020 (the “Amended Plan”).
I accept the terms of the Amended Plan and acknowledge and agree that my participation in the Amended Plan is subject to all of
the terms and conditions set forth in the Amended Plan or as it may hereafter be further amended as provided therein.


 


	 	 	 
	Signature	 	 
	 	 	 
	 	 	 
	Print Name	 	 
	 	 	 
	 	 	 
	Date Signed