exv10w50



 





EXHIBIT 10.50




AMENDMENT TO THE ESCO TECHNOLOGIES INC.

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS




WHEREAS, ESCO Technologies Inc. (“Company”) adopted the ESCO Technologies Inc. Compensation Plan
for Non-Employee Directors (“Plan”); and



WHEREAS, pursuant to paragraph 8, the Plan may be amended by action of the Human Resources and
Compensation Committee (“Committee”) of the Board of Directors of the Company; and



WHEREAS, the Committee desires to amend the Plan to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended;



NOW, THEREFORE, effective as of October 3, 2007, the Plan is amended as follows:



1. The second sentence of paragraph 4(b)(ii) is deleted and replaced with the following:



An election to change the medium (cash or stock) of distribution with respect to the Account must
be received by the Company prior to January 1 of the calendar year in which distributions are to be
made pursuant to such election and must be approved in advance by the HRCC. An election to change
the form (lump sum or installments) or time of distribution with respect to the Account must be
approved in advance by the HRCC and (i) in the case of any such election received by the Company
prior to January 1, 2008, shall apply only to amounts that would not otherwise be payable in 2007
and may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007, and
(ii) in the case of any other such election, must be received by the Company at least one year
prior to the date such distribution would otherwise be made or commence, and payment or
commencement of such distribution shall be deferred for a period of five years (or such longer
period elected by the Director) from the date such distribution would otherwise have been made or
commenced.



2. Paragraph 4(b)(iii) is deleted and replaced with the following:



Notwithstanding the provisions of paragraph 4(b)(i):



          (A) in the event the Director is removed from the Board, the balance in the Account shall be
paid in the manner elected by the Director pursuant to paragraph 4(b)(ii), provided that no such
payment shall be made or commence prior to January 1, 2008. In the event the Director terminates
service on the Board on account of death, the balance in the Account shall be payable in a lump sum
in a Cash Distribution within 30 days after January 1 of the following calendar year (the “Cash
Distribution Date”). The Cash Distribution shall equal the number of Stock Equivalents then
credited to the Account as of the Cash Distribution Date multiplied by the Fair Market Value per
share of Common Stock as of the Cash Distribution Date.




3. The second paragraph of paragraph 4(c) is deleted and replaced with the following:



 









 





     A “Change in Control” shall be defined to mean (i) a merger, consolidation or reorganization
of the Company in which, as a consequence of the transaction, a majority of the incumbent Directors
immediately prior to such transaction are replaced during the 12-month period following such
transaction as directors of the continuing or surviving corporation by directors whose appointment
or election is not endorsed by a majority of such incumbent Directors; (ii) the acquisition,
directly or indirectly, of the power to vote more than 50% of the outstanding Common Stock and/or
any other stock of the Company with voting rights by any person, entity or “group” (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934); or (iii) any sale
or other transfer, in one or a series of related transactions occurring within a 12-month period,
by any person, entity or “group” (within the meaning of Section 409A of the Internal Revenue Code
of 1986) of all or substantially all of the assets of the Company.



IN WITNESS WHEREOF, the foregoing Amendment was adopted on the 3rd day of October, 2007.




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