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EXHIBIT 10.25
NOTICE OF AWARD
To: Dennis J. Moore
From: Human Resources and Ethics Committee of the Board of Directors of
ESCO Technologies Inc. ("Committee")
Subject: Award of Restricted Shares
1. Award. The Committee has awarded to you 40,000 Shares of
Company Stock (as hereinafter defined), subject to the terms hereinafter set
forth.
2. Terms. The following are the terms of the Award:
(a) During the period commencing on the date hereof and
ending on October 31, 2003 (the "Restriction Period") you must remain employed
by the Company. If during the Restriction Period you terminate employment for
any reason other than death or disability, you will forfeit the shares of
Company Stock awarded hereunder. If, during the Restriction Period, you
terminate employment on account of death or disability (as determined by the
Board), you (or your estate) shall become fully vested in the shares of Company
Stock awarded hereunder and the employment requirement of this subparagraph (a)
shall cease to apply.
(b) During the Restriction Period, the certificates
representing the shares of Company Stock awarded hereunder shall be held by an
escrow agent selected by the Company. At the end of the Restriction Period (or
upon your earlier termination of employment on account of death or disability as
determined under subparagraph (a), above, or upon a Change of Control under the
circumstances described in subparagraph (c), below) the escrow agent shall
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deliver such certificates to you (or to your estate). During the Restriction
Period you will be entitled to all dividends paid on the shares of Company Stock
awarded hereunder and you will be entitled to instruct the escrow agent how to
vote such shares.
(c) If there is a Change of Control (as hereinafter
defined) and you are employed by the Company on the date of the Change of
Control, you will become fully vested in the shares of Company Stock awarded
hereunder and the employment requirement of subparagraph (b) shall cease to
apply.
(d) If, during the term of your employment agreement dated
as of November 1, 1999 ("Employment Agreement"), but under circumstances not
described in paragraph 10 of the Employment Agreement, your employment is
terminated by the Company for reasons other than "Cause" (as defined in the
Employment Agreement) you will become fully vested in the shares of Company
Stock awarded hereunder and the employment requirement of subparagraph 2(a)
shall cease to apply.
3. Definitions.
(a) "Change of Control" shall mean:
(i) The purchase or other acquisition (other than
from the Company) by any persons, entity or group of persons, 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 the 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
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Company or the combined voting power of the Company's then-outstanding voting
securities entitled to vote generally in the election of directors; or
(ii) Individuals who, as of the date hereof,
constitute the Board (as the date hereof, the "Incumbent Board") cease 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 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; or
(iii) Approval by the stockholders of the Company of 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 elections of directors of the reorganized,
merged or consolidated corporations' then-outstanding voting securities, or of a
liquidation or dissolution of the Company or of the sale of all or substantially
all of the assets of the Company.
(b) "Company Stock" means common stock of the Company.
4. Amendment. The Award may be amended by written consent between the
Company and you.
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Executed this 16th day of November, 2000
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ESCO TECHNOLOGIES INC.
By:
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ATTEST:
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Secretary
AGREED TO AND ACCEPTED:
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Dennis J. Moore
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