EXHIBIT 10.9
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER
ESCO TECHNOLOGIES INC.
2001 STOCK
INCENTIVE PLAN
THIS AGREEMENT,
made this ______ day of ___________, 200___, 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. 2001 Stock Incentive 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; that at any time during the term
of this option after
the
end of the first year from the Date of Grant, Optionee may purchase up to
33-1/3% of the total number of shares to
which this option relates; that at any
time during the term of this
option after the end of the second year
from the
Date of Grant, Optionee may purchase up to an
additional
33-1/3% of the
total
number of shares to which this option relates; and that at any time after the
end of the third year from the Date of
Grant, Optionee
may purchase up to an
additional 33-1/3% of the total number of
shares to which this option relates;
so that upon the expiration of the third year from the Date of Grant and
thereafter during the term hereof, Optionee will have become entitled to
purchase the entire number of shares to
which this option
relates. 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.
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 same proportionate number of shares and price as in this
original agreement.
4. Investment Purpose. Optionee represents that, in the event of the
exercise by Optionee of the option hereby
granted, or any part thereof, Optionee
intends to purchase the shares acquired on such exercise for
investment and not
with a view to resale or other
distribution; except
that the Committee, at
its
election, may waive or release this
condition in the event the shares acquired
on exercise of the option are registered under the Securities Act of 1933, or
upon the happening of any other
contingency which the
Committee shall determine
warrants the waiver or release of this condition. Optionee agrees that the
certificates evidencing the shares acquired by him on exercise of all or
any
part of this option, may bear a restrictive
legend, if
appropriate,
indicating
that the shares have not been registered under said Act and are subject to
restrictions on the transfer thereof,
which legend may be in
the following form
(or such other form as the Company shall
determine to be proper), to-wit:
"The shares
represented by this
certificate have not been registered
under the Securities
Act of 1933, but have been issued or transferred
to the registered owner pursuant to the exemption afforded by Section
4(2) of said Act. No
transfer or assignment
of these shares by the
registered owner shall be valid or effective, and the issuer of these
shares shall not be
required to give any effect to any
transfer or
attempted transfer of these shares, including without limitation, a
transfer by
operation of law, unless (a) the issuer shall have
received an opinion of its counsel that the shares may be
transferred
without requirement of registration under said Act, or (b) there
shall
have been
delivered to the issuer a 'no-action' letter from the staff
of the Securities
and Exchange Commission, or (c) the shares are
registered under said Act."
5. Non-Transferability. Neither the option hereby
granted nor any
rights
thereunder or under this Agreement may be
assigned, transferred or in any manner
encumbered except by will or the laws of
descent and distribution, and any
attempted assignment, transfer, mortgag
