EXHIBIT 10.1

                             ESCO Technologies Inc.
                       Summary of Non-Employee Directors'
                                  Compensation
                         (Revised as of January 1, 2006)


     1. Board of Directors:
        -------------------

          o    Annual Retainer -- $20,000

          o    Lead Director Additional Annual Retainer -- $15,000

          o    Annual  fee for  meetings  regularly  scheduled  -- $4,800  (four
               meetings); plus $1,200 fee for any additional meeting held

          o    3,200 shares* of ESCO common stock per annum -- payable quarterly

     2. Committees of the Board:
        ------------------------

          o    Annual fees for meetings regularly scheduled:

               -    Audit and Finance  Committee (A&F) -- $4,800 (four meetings,
                    not including  additional  telephone  meetings)

               -    Nominating  and  Corporate  Governance  Committee  (NCG)  --
                    $6,000 (five meetings)

               -    Human Resources and  Compensation  Committee (HRC) -- $4,800
                    (four meetings)

               Plus $1,200 fee for any additional meeting held

     3. Committee Chairmen -- Annual Retainers:
        ------------------

          o    A&F Committee -- $7,000

          o    HRC Committee -- $5,000

          o    NCG Committee -- $5,000

All of the above cash retainers and fees for regularly  scheduled meetings shall
be paid in advance in January of each  year.  Fees  payable  for any  additional
meetings held shall be paid within 30 days of such meeting.


* Adjusted to reflect the two-for-one stock split effective 9-9-05.