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EXHIBIT 10.1
RESOLUTIONS
ADOPTED BY THE
HUMAN
RESOURCES AND COMPENSATION COMMITTEE OF THE
BOARD
OF DIRECTORS OF ESCO TECHNOLOGIES INC.
The
following Resolutions were adopted by the Human Resources and Compensation
Committee of the Board of Directors of ESCO Technologies Inc.:
WHEREAS, ESCO Technologies
Inc. (the “Company”) adopted the ESCO Technologies Inc. 2004 Incentive
Compensation Plan (the “2004 Plan”), the ESCO Technologies Inc. 2001 Stock
Incentive Plan (the “2001 Plan”) and the ESCO Technologies Inc. 1999 Stock
Option Plan (the “1999 Plan”) (each. a “Plan” and collectively the “Plans”);
and
WHEREAS, the Human Resources
and Compensation Committee of the Board of Directors of the Company (the
“Committee”) has been appointed to administer the
Plans; and
WHEREAS, Section 7(j) of the
2004 Plan and the 2001 Plan and Section 13 of the 1999 Plan contain a
provision that options will be granted only on the condition that all purchases
of stock thereunder shall be for investment purposes and not with a view to
resale or distribution (the “Investment Purpose Restriction”), except that the
Committee may make such provision for the release of the Investment Purpose
Restriction upon registration with the Securities and Exchange Commission (the
“SEC”) of the stock subject to the options; and
WHEREAS, there are currently
effective registration statements on file with the SEC covering the stock
subject to options granted under each of the Plans:
NOW,
THEREFORE, BE IT
RESOLVED, that as long as
there is an effective registration statement on file with the SEC covering the
stock subject to an option granted under a Plan, the Investment Purpose
Restriction shall not apply to such option; and BE IT FURTHER
RESOLVED, that the proper
officers of the Company be, and they hereby are, authorized and directed to take
such further action as may be necessary of desirable to carry out the intent of
the foregoing.
IN WITNESS WHEREOF, the
foregoing Resolutions were adopted by the Committee on the 4th day
of February, 2010.