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 Xxxxxx X. Xxxxxx, Xx.
("Executive").
WITNESSETH:
WHEREAS, the Company and the Executive entered into an Employment
Agreement as of the 3rd day of November, 1999 ("Agreement"), which
Agreement was amended as of the 9th day of August, 2001; and
WHEREAS, the parties retained the right to amend the Agreement
pursuant to Article 15 thereof; and
WHEREAS, the parties desire to again amend the Agreement effective as
of December 31, 2007.
NOW, THEREFORE, effective as of December 31, 2007, the Agreement is
amended as follows:
1. Paragraph 9.a and subparagraphs (1) and (2) thereof are
deleted and replaced with the following:
a. Termination by the Company other than for Cause.
If, during the term of this Agreement, but under circumstances not
described in paragraph 8, above, the Executive's employment is terminated
by the Company for reasons other than "Cause" (as hereinafter defined),
including purported termination (i.e., the Executive is placed on a
terminal leave of absence by the Company), then, provided the Executive
executes the Standard Severance Agreement and Release then in general use
by ESCO for this purpose, the Executive shall receive the following:
(1) The Company shall pay the Executive an amount equal to his base salary
for 24 months at the rate in effect at the date of such termination of
employment. Such amount shall be paid in either of the following forms, as
elected by the Executive:
(A) in a lump sum on the regularly scheduled payroll date of the
Company coinciding with or immediately preceding March 15 of the
calendar year following the calendar year in which such termination
occurs; or
(B) in biweekly installments equal to 1/52nd of such amount,
commencing on the regularly scheduled payroll date of the Company
immediately following such termination and continuing on each
succeeding regularly scheduled biweekly payroll date; provided,
however, that the installments, if any, remaining to be paid on the
regularly scheduled payroll date coinciding with or immediately
preceding the fifteenth day of the third month following the end of
the calendar year or fiscal year of the Company in which such
termination occurs, whichever is later, shall be paid in a lump sum on
such date.
(2) As a supplement to the payment of the Executive's base salary rate
under subparagraph (1), above, the Company shall also pay the Executive an
amount equal to his PCP Percentage and ICP Percentage (as hereinafter
defined), as applicable, for 24 months following such termination in the
same manner as determined under subparagraph (1). For this purpose, his PCP
Percentage and ICP Percentage shall be no less than his annual percentage
(of base salary) under the Company's Performance Compensation Plan and
Incentive Compensation Plan, respectively, in which the Executive
participates, for the last fiscal year prior to the termination.
2. Subparagraph (8) of paragraph 9.a is revised to read as follows:
(8) The Company shall make available, for such period which it determines
(but in no event ending later than the last day of the second taxable year
of the Executive following the taxable year in which termination of
employment occurs), executive outplacement assistance which it determines
to be appropriate for Executive.
3. The second sentence of paragraph 9.c is revised to read as follows:
"Good Reason" shall mean the occurrence of any one or more of the following
events:
(1) any material failure by the Company to comply with any of the
provisions of this Agreement, other than a failure to comply with
paragraphs 3 through 7 hereof inclusive solely by reason of a reduction in
compensation or benefits that applies to all Senior Management employees;
(2) the Company's requiring the Executive to move his residence from the
Greater St. Louis, Missouri area due to a material change in the geographic
location at which the Executive must perform his duties; or
(3) the Company's assigning duties to Executive which are, expressly or in
practical effect, a material and substantial demotion from or substantial
reduction of Executive's present executive or material responsibilities,
whether or not accompanied by a reduction in remuneration;
provided, however, that termination of employment shall be for "Good
Reason" only if (i) the Executive provides notice to the Company of the
existence of the applicable event described in this paragraph 9.c no later
than 90 days following the initial occurrence of such event, (ii) the
Company fails to remedy such event with 30 days after receiving such
notice, and (iii) such termination occurs within two years following the
initial occurrence of such event.
IN WITNESS WHEREOF, the foregoing Agreement was executed effective as
of December 31, 2007.
ESCO TECHNOLOGIES INC.
By: /s/ X.X. Xxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxx
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Executive
