Table of Contents Page ARTICLE I. DEFINITIONS 1 ------------ 1.1 "Affiliate" 1 1.2 "Business" 1 1.3 "Business Day" 1 1.4 "Company Common Stock" 1 1.5 "Company Options and Warrants" 1 1.6 "Company Preferred Stock" 2 1.7 "Effective Time" 2 1.8 "Employee...Stock Purchase Agreement • February 2nd, 2006 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
AMENDMENT, WAIVER AND CONSENT dated as of June 6, 1996 (this "Amendment") to the Credit Agreement dated as of September 23, 1990 (as amended and restated as of September 29, 1995) (the "Credit Agreement"), among ESCO ELECTRONICS CORPORATION, a...Credit Agreement • December 16th, 1996 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
1 EXHIBIT 4.1 AMENDED AND RESTATED RIGHTS AGREEMENT ESCO ELECTRONICS CORPORATIONRights Agreement • February 7th, 2000 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
INCENTIVE STOCK OPTION AGREEMENT UNDER ESCO TECHNOLOGIES INC. 2001 STOCK INCENTIVE PLANIncentive Stock Option Agreement • February 8th, 2005 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
STOCK PURCHASE AGREEMENT by and between ENGINEERED SYSTEMS AND ELECTRONICS, INC.Stock Purchase Agreement • October 13th, 1999 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys
NONQUALIFIED STOCK OPTION AGREEMENT UNDER ESCO TECHNOLOGIES INC. 2001 STOCK INCENTIVE PLANNonqualified Stock Option Agreement • February 8th, 2005 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
FIRST AMENDMENT TO THE ACQUISITION AGREEMENT BY AND BETWEEN ESCO ELECTRONICS CORPORATION AND SCHAWK, INC. DATED DECEMBER 18, 1996 This First Amendment to the Acquisition Agreement by and between ESCO Electronics Corporation and Schawk, Inc. dated...Acquisition Agreement • February 14th, 1997 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys
FIRST AMENDMENT TO THE ACQUISITION AGREEMENT BY AND BETWEEN ESCO ELECTRONICS CORPORATION AND SCHAWK, INC. DATED DECEMBER 18, 1996 This First Amendment to the Acquisition Agreement by and between ESCO Electronics Corporation and Schawk, Inc. dated December 18, 1996 (this Amendment ) is dated as of February 6, 1997. Whereas, ESCO Electronics Corporation, a Missouri corporation ( Buyer ) and Schawk, Inc., a Delaware corporation ( Seller ) are parties to an acquisition agreement (the Acquisition Agreement ) dated December 18, 1996, to which they desire to make certain amendments, as further described herein. Now therefore, in consideration of the foregoing recitals and the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree for themselves, their successors and assigns, as follows: 1. The following clause shall be added at the end of subparagraph 2.9 (e): and shall include interest at the prime rate o
AMENDMENT dated as of August 2, 1996, to the Credit Agreement dated as of September 23, 1990 (as amended and restated as of September 29, 1995, and subsequently amended) (the "Credit Agreement"), among ESCO ELECTRONICS CORPORATION, a Missouri...Credit Agreement • December 16th, 1996 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
AmongCredit Agreement • December 6th, 2007 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
EXHIBIT 10 (aa) EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement"), made as of the 1st day of November, 1999 between ESCO ELECTRONICS CORPORATION, a Missouri corporation ("Company" or "ESCO") and Dennis J. Moore, (the "Executive"). WITNESSETH THAT:...Employment Agreement • December 23rd, 1999 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • Missouri
AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SWING LINE LENDER, OFFSHORE CURRENCY FRONTING LENDER, LETTER OF CREDIT ISSUER, ADMINISTRATIVE AGENT AND SOLE LEAD ARRANGERCredit Agreement • December 14th, 2004 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
CONFORMED COPY FOURTH AMENDMENT, CONSENT AND WAIVER dated as of August 30, 1999 (this "Amendment"), to the Credit Agreement dated as of September 23, 1990, as amended and restated as of February 7, 1997, as amended by the Amendment dates as of May 6,...Credit Agreement • December 23rd, 1999 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
1 Exhibit 4(d) Amended & Restated Credit AgreementCredit Agreement • May 11th, 2001 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
EXHIBIT 4(c)(iii) AMENDMENT dated as of November 21, 1997, to the Credit Agreement dated as of September 23, 1990 (as amended and restated as of February 7, 1997) (the "Credit Agreement"), among ESCO ELECTRONICS CORPORATION, a Missouri corporation...Credit Agreement • December 23rd, 1997 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
1 EXHIBIT 4(c)(ii) AMENDMENT dated as of May 6, 1997, to the Credit Agreement dated as of September 23, 1990 (as amended and restated as of January 29, 1997) (the "Credit Agreement"), among ESCO ELECTRONICS CORPORATION, a Missouri corporation...Credit Agreement • December 23rd, 1997 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
amongCredit Agreement • August 14th, 2000 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
Exhibit 2.1 STOCK PURCHASE AND SALE AGREEMENT by and amongStock Purchase and Sale Agreement • November 9th, 2007 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Massachusetts
GENERAL RELEASEGeneral Release Agreement • December 24th, 2003 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
ESCO ELECTRONICS CORPORATION, by__________________________ Name: Title: DEFENSE HOLDING CORP., by______________________ Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, individually and as Agent, by______________________________ Name: Title:...Credit Agreement • May 12th, 2000 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
EXHIBIT 10.28 ESCO TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT This Agreement entered into on the ______ day of ____________, 200__, between ESCO Technologies ("Company") (formerly ESCO Electronics Corporation) and...Supplemental Executive Retirement Plan Agreement • December 26th, 2002 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
RecitalsStock Purchase Agreement • October 13th, 1999 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys
EXECUTION COPY THIRD AMENDMENT dated as of June 29, 1998, to the Credit Agreement dated as of September 23, 1990 (as amended and restated as of February 7, 1997), as amended by the Amendments dated as of May 6, 1997, and November 21, 1997 (the "Credit...Credit Agreement • August 13th, 1998 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No.1 to Amended and Restated Credit Agreement (this "Amendment") is entered into as of April 5, 2002, by and among ESCO Technologies Inc., a Missouri corporation ("Company"), each...Credit Agreement • August 7th, 2002 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
EXHIBIT 10 (dd) October 18, 1999 Mr. Walter Stark 4 Robin Hill St. Louis, MO 63124 RE: SEVERANCE AGREEMENT Dear Walter: As we have discussed, your employment relationship with ESCO is being terminated effective December 31,1999 (referred to in this...Severance Agreement • December 23rd, 1999 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • Missouri
ESCO ELECTRONICS CORPORATION by /S/ Donald H. Nonnenkamp --------------------------- Name: Donald H. Nonnenkamp Title: Vice President & Treasurer DEFENSE HOLDINGS CORP. by /S/ Philip M. Ford --------------------- Name: Philip M. Ford Title: Sr. Vice...Credit Agreement • February 12th, 1998 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys • New York
EX-10.1 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS AGREEMENT entered into as of the 31st day of December, 2007, between ESCO Technologies Inc. ("Company") and Victor L. Richey, Jr. ("Executive"). WITNESSETH: WHEREAS, the Company and the Executive...Employment Agreement • January 7th, 2008 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
Recitals WHEREAS, the Parties have entered into the Stock Purchase Agreement dated August 23, 1999 ("Stock Purchase Agreement"), whereby Buyer agrees to purchase from Sellers, on the terms and conditions set forth in the Stock Purchase Agreement, one...Stock Purchase Agreement • October 13th, 1999 • Esco Electronics Corp • Search, detection, navagation, guidance, aeronautical sys
ContractCredit Agreement • May 18th, 2012 • Esco Technologies Inc • Communications equipment, nec • New York
CREDIT AGREEMENT dated as of May 14, 2012 among ESCO TECHNOLOGIES INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent PNC BANK, NATIONAL ASSOCIATION as Syndication Agent and SUNTRUST BANK, WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. as Co-Documentation Agents J.P. MORGAN SECURITIES LLC and PNC CAPITAL MARKETS LLC as Joint Bookrunners and Joint Lead Arrangers
Exhibit 10 (a) MANAGEMENT TRANSITION AGREEMENT THIS MANAGEMENT TRANSITION AGREEMENT (this "Agreement"), is made as of the 5th day of August, 2002, between ESCO Technologies Inc., a Missouri corporation (the "Company" or "ESCO"), and Dennis J. Moore...Management Transition Agreement • August 7th, 2002 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
RECITALSAmendment No. 2 and Consent • December 24th, 2003 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Missouri
EXHIBIT 10.18 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AGREEMENT entered into as of August 9, 2001 between ESCO Technologies Inc. ("Company") and Charles J. Kretschmer ("Executive).Employment Agreement • December 21st, 2001 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 21, 2015 among ESCO TECHNOLOGIES INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A., BMO...Credit Agreement • December 23rd, 2015 • Esco Technologies Inc • Communications equipment, nec • New York
EMPLOYMENT AND COMPENSATION AGREEMENTEmployment Agreement • August 9th, 2021 • Esco Technologies Inc • Communications equipment, nec • Missouri
THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of the Effective Date (defined below), by and between ESCO Technologies Inc. (“ESCO”), and David M. Schatz (“Executive”). Hereinafter ESCO and Executive may be referred to individually as “Party” and collectively as “Parties”.
PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • February 9th, 2024 • Esco Technologies Inc • Communications equipment, nec • Missouri
To: (“you”) From: Human Resources and Compensation Committee of the Board of Directors (the “Committee”) Subject: ESCO Technologies Inc. (the “Company”) 2018 Omnibus Incentive Plan (“Plan”) – Fiscal 20__ Performance Share Unit Award (“Award”)
INCENTIVE STOCK OPTION AGREEMENT UNDER ESCO TECHNOLOGIES INC. 1999 STOCK OPTION PLANIncentive Stock Option Agreement • February 9th, 2001 • Esco Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
