EXHIBIT 10.24
INCENTIVE STOCK OPTION AGREEMENT
UNDER
ESCO TECHNOLOGIES INC.
2001 STOCK INCENTIVE PLAN
THIS AGREEMENT, made this ____ day of August, _________, 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 ten (10) 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 ten (10) 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 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, mortgage, pledge or encumbrance except
as herein authorized, shall be void and of no effect. The option may be
exercised during Optionee's lifetime only by him.
6. Termination of Employment. In the event of the termination
of employment of Optionee other than by death, the option granted may be
exercised at the times and to the extent provided in Section 7(f) of the Plan.
7. Death of Optionee. In the event of the death of Optionee,
the option granted may be exercised at the times and to the extent provided in
Section 7(g) of the Plan.
8. Shares Issued on Exercise of Option. It is the intention of
the Company that on any exercise of this option it will transfer to Optionee
shares of its authorized but unissued stock or transfer Treasury shares, or
utilize any combination of Treasury shares and authorized but unissued shares,
to satisfy its obligations to deliver shares on any exercise hereof.
9. Committee Administration. This option has been granted
pursuant to a determination made by the Committee, and such Committee or any
successor or substitute committee authorized by the Board of Directors or the
Board of Directors itself, subject to the express terms of this option, shall
have plenary authority to interpret any provision of this option and to make any
determinations necessary or advisable for the administration of this option and
the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely affecting the rights granted to Optionee by
the express terms hereof.
10. Option an Incentive Stock Option. This option is intended
as, and shall be treated as, an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended.
11. Choice of Law. This Agreement shall be construed and
administered in accordance with the laws of the State of Missouri without regard
to the principles of conflicts of law which might otherwise apply. Any
litigation concerning any aspect of this Agreement shall be conducted
exclusively in the State or Federal courts in the State of Missouri. Both
Company and Optionee expressly waive any right or claim either may have to
litigate in any other state or nation and/or under the law(s) of any other state
or nation relating to this Agreement.
12. Additional Provisions. This option shall be subject to any
additional provisions set forth in the following Exhibits (if any) attached
hereto: ________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________. If no
Exhibits are attached, the foregoing constitutes the entire Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf by its Vice President pursuant to due authorization,
and Optionee has signed this Agreement to evidence Optionee's acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.
ESCO TECHNOLOGIES INC.
By
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Vice President
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Optionee
