EXHIBIT 10.6
INCENTIVE STOCK OPTION AGREEMENT
UNDER
ESCO TECHNOLOGIES INC.
2004 INCENTIVE COMPENSATION PLAN
THIS
AGREEMENT,
made this day of , 20
, by and between ESCO
TECHNOLOGIES
INC., a Missouri corporation (hereinafter called the "Company"), and
________________________(hereinafter called
"Optionee"),
WITNESSETH THAT:
WHEREAS,
the Board of Directors
of the Company ("Board
of Directors") has
adopted the ESCO Technologies Inc. 2004
Incentive Compensation Plan (the "Plan")
pursuant to which options may be granted to key officers, managers and
professional employees of the Company and
its subsidiaries; and
WHEREAS,
Optionee is now a key officer, manager or professional employee
of
the Company or a subsidiary of the Company;
and
WHEREAS,
the Company
desires to grant to
Optionee the option to
purchase
certain shares of its stock under the terms
of the Plan;
NOW,
THEREFORE,
in consideration of the premises, and of the mutual
agreements hereinafter set forth, it is
covenanted and agreed as follows:
1. Grant
Subject to Plan.
This option is granted
under and is
expressly
subject to, all the terms and provisions of the Plan, which terms are
incorporated herein by reference.
The Committee referred
to in Section 5 of the
Plan ("Committee") has been appointed by
the Board of Directors, and designated
by it, as the Committee to make grants of
options.
2. Grant and
Terms of Option.
Pursuant to action of the Committee, which
action was taken on _______________ ("Date of Grant"), the Company grants to
Optionee the option to purchase all or any part of ________________________
shares of the Common Stock of the
Company, of the par value of $0.01 per
share
("Common Stock"), for a period of five (5) years
from the Date of Grant, at the
purchase price of $_________ per share; provided, however, that the right to
exercise such option shall be, and is
hereby, restricted so
that no shares may
be purchased during the first year of the term
hereof. During the
term of this
option, Optionee may purchase shares to
which this option relates in accordance
with the Option Vesting Schedule
(Schedule A) attached
hereto. In no event
may
this option or any part thereof be
exercised after the
expiration
of five (5)
years from the Date of Grant. Without further action or approval by the
Committee, the purchase price of the shares subject to the option may be
paid
for (i) in cash, (ii) by tender of shares
of Common Stock already owned by
Optionee, or (iii) by a combination of
methods of payment
specified in clauses
(i) and (ii), but only if Optionee has owned any shares to be
tendered for at
least six (6) months, all in accordance
with Section 7(b) of the Plan. No shares
of Common Stock may be tendered in exercise of this
option if such shares were
acquired by Optionee through the exercise of an
Incentive Stock Option, unless
(i) such shares have been held by
Optionee for at least one year,
and (ii) at
least two years have elapsed since such
Incentive Stock Option was granted.
3. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of
outstanding
Common
Stock of the Company by reason of stock
dividends,
recapitalizations,
mergers,
consolidations, split-ups, combinations or
exchanges of shares and the like, the
number of shares covered by this option
agreement and the price thereof shall be
adjusted, to the
