EXHIBIT 10.32
SIXTH AMENDMENT AND RESTATEMENT OF THE
EMPLOYEE STOCK PURCHASE PLAN OF ESCO TECHNOLOGIES INC.
1. TITLE: This Plan, the terms of which are set out below, shall be
known as the "Employee Stock Purchase Plan of ESCO Technologies Inc." ESCO
Technologies Inc. (the "Company") is a Missouri corporation with its principal
offices located at 8888 Ladue Road, Suite 200, St. Louis, Missouri 63124.
2. PURPOSE: The purpose of the Plan is to provide a convenient method
by which employees of the Company and its domestic subsidiaries, who wish to do
so, may purchase shares of the common stock (and the associated Preferred Stock
Purchase Rights, if any) of the Company (hereinafter referred to as "Common
Stock").
3. ELIGIBILITY: A division or domestic subsidiary of the Company may
elect to permit its employees to participate in the Plan subject to the approval
of the Chairman and Chief Executive Officer of the Company. All current and
future employees of the units listed in Attachment 1 hereto are eligible to
participate in the Plan effective as of the corresponding eligibility date in
Attachment 1.
4. PARTICIPATION: Participation in the Plan shall be entirely
voluntary. Upon written application by any eligible employee to the Trustee, an
account shall be opened with respect to such employee in the name of the
employee. Eligible employees for whom accounts are opened and maintained in
accordance with the terms of the Plan are herein referred to as "participants."
5. THE TRUSTEE: The Plan shall be administered by one or more Trustees
(herein called the "Trustee," whether one or more) appointed by an officer
designated by the Board of Directors of the Company. The Trustee shall at all
times be "an agent independent of the issuer" as defined in Rule 10b-18 under
the Securities Exchange Act of 1934 (the "1934 Act").
The Trustee shall have power and authority to establish such procedures
as the Trustee shall deem necessary to effect equitably and fairly the
provisions and the intent of the Plan.
6. PAYMENTS BY PARTICIPANTS: Participant contributions to this Plan may
only be through payroll deductions. Participants may authorize the Company to
make deductions from their pay to be applied to the purchase of Common Stock of
the Company under the terms of the Plan.
Deductions authorized for such purpose shall be in whole percentages of
current salary or wages and shall be not less than one percent (1%) nor more
than ten percent (10%). The Company may establish rules of uniform application
regarding a participant's ability to change his deduction authorizations.
7. STOCK PURCHASES AND ALLOCATION TO PARTICIPANTS: Stock purchases
under the Plan, and allocation of such stock to the accounts of participants,
shall be effected pursuant to the following rules and procedures:
(a) Amounts withheld pursuant to payroll authorizations under
the Plan shall be remitted by the Company to the Trustee on a monthly
basis and shall be credited by the Trustee to the respective accounts
of the participants within two weeks.
(b) At the discretion of an officer of the Company, the
Company or a domestic subsidiary or division may contribute in cash an
amount not to exceed fifteen percent (15%) of the amounts contributed
by participants. Effective January 1, 2004, the Company or a domestic
subsidiary or division may contribute in cash an amount not to exceed
twenty percent (20%) of the amounts contributed by participants. The
Company's contribution amounts may be separately determined for each
division or subsidiary of the Company which participates in the Plan.
Commencing October 15, 2003, the total number of shares of Common Stock
that may be purchased under the Plan with the Company's contribution
amounts shall not exceed one hundred thousand (100,000) shares.
(c) Cash amounts contributed pursuant to paragraphs (a) and
(b) above shall be used to purchase shares of the Common Stock of the
Company on a monthly basis. Common Stock may be purchased from the
Company or from sellers in private transactions, or such purchases may
be effected on the New York Stock Exchange. No private transaction or
transaction with the Company may be at a price greater than the
then-market price of the Company's Common Stock on the New York Stock
Exchange.
(d) Following each stock purchase, the Trustee shall allocate
shares purchased by the Trustee to the participant's account. The cost
per share charged against the account of each participant for shares
allocated to his account shall be the average cost to the Trustee for
the shares purchased by the Trustee (including brokerage fees and other
expenses associated with the purchase). Both whole and fractional
shares shall be allocated.
(e) The Trustee shall maintain a book entry account for each
participant and shall issue stock certificates to a participant only
upon the circumstances and in the manner provided in SECTION 11 of this
Plan.
(f) Cash dividends received by the Trustee on shares held by
it under the Plan shall be used by the Trustee to purchase additional
shares which shall be allocated among all participants, pro rata, on
the basis of their respective account balances and credited to the
accounts of participants as additional contributions under the Plan.
Account balances for this purpose shall be determined as of the
dividend record date preceding the allocation of shares to such
accounts. Any shares of the Common Stock of the Company received by the
Trustee as a stock dividend on shares held by it shall be treated as
additional shares purchased by the Trustee under the Plan, at no cost,
and shall be allocated and otherwise dealt with by the Trustee in the
same manner as any other shares purchased by the Trustee under the
Plan. Dividends received by the Trustee shall be deemed to have been
received by the Trustee on the payment dates provided for the
declaration of such dividends.
(g) Cost of shares to the Trustee shall include all brokerage
fees, taxes and any other expenses directly applicable to the purchase
of such shares.
(h) The Company does not guarantee in any way the price of
shares purchased under the Plan against decline in market value.
8. VOTING STOCK HELD UNDER THE PLAN: For each meeting of stockholders,
the participants will have the right to vote all shares credited to their
respective accounts under the Plan, whether registered in the name of the
Trustee or its nominee. Shares held by the Trustee under the Plan will not be
voted by the Trustee.
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9. COSTS OF ADMINISTERING PLAN: All costs and expenses of administering
the Plan, including the fees of the Trustee, shall be paid by the Company.
10. WITHDRAWAL FROM THE PLAN: Any participant may withdraw any portion
of the whole shares allocated to his account held by the Trustee under the Plan
up to four times each calendar year by submitting an application for withdrawal
to the Trustee. A participant shall specify on the withdrawal application a) the
number of shares to be withdrawn from the Plan from those shares allocated to
such participant's account and b) the number of shares to be issued per stock
certificate. Within approximately seven days of the withdrawal application being
submitted, the Trustee will deliver to such participant the requested stock
certificates, and in the case of a complete withdrawal for terminated employees,
an amount in cash equal to the fractional share remaining in his account on the
date that the withdrawal becomes effective. No charges shall be made against a
participant's account at the time of such withdrawal from the Plan except for
the purchase cost of shares allocated to his account. The Trustee may establish
such other procedures necessary to administer withdrawals in accordance with the
intent of the Plan.
A participant may request the sale of the whole shares allocated to his
account. The Trustee will sell the shares within one week of receiving written
authorization to sell the shares. Within approximately seven days of the sale,
the Trustee will deliver a check to the participant less any commission charged
by the Trustee.
Any participant may cease his contribution under the Plan, and revoke
any payroll withholding authorization given to the Company pursuant to the Plan
at any time. Such cessation shall be effective no later than the second payroll
after receipt of the participant's authorization to cease deductions.
A participant may not assign or pledge any interest he may have under
the Plan.
If participation in the Plan ceases because of death, retirement, total
disability, entering military service, or other termination of employment,
settlement will be made as soon as practicable after such event occurs and after
the Trustee receives notice of such termination or in the event of death, after
the appointment of the legal representative of the estate of the deceased and
the satisfaction of any other applicable legal requirements. The certificate for
the shares of stock which have been allocated to the account of such participant
and an amount in cash equal to the fractional share remaining in his account
will be delivered to the former participant or, in the case of death of a
participant who is the sole account holder, to the legal representative of such
participant.
11. REPORTS TO PARTICIPANTS: The Trustee will render regular reports to
each participant under the Plan, showing, for the period of the report, the
contributions made and dividends, if any, credited to such participant's
account; the number of shares allocated to such participant; the purchase price
for such shares charged against his account; and the number of shares withdrawn,
if any. Such reports shall be made not less frequently than once each quarter.
12. AMENDMENT AND TERMINATION OF THE PLAN: The Company reserves the
right with respect to any or all employees, including those who may be
participants under the Plan, to amend or terminate the Plan at any time. In the
event of termination of this Plan, each participant will receive from the
Trustee within sixty (60) days after the date of termination a certificate for
the whole shares which have been acquired for the participant and an amount in
cash equal to the fractional share remaining in the participant's account.
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With respect to persons subject to Section 16 of the 1934 Act,
transactions under this Plan are intended to comply with the applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan and any action thereunder fail to so comply, it shall be
deemed null and void to the extent permitted by law.
13. EFFECTIVE DATE: The effective date of this Plan, as amended and
restated, is October 15, 2003.
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ATTACHMENT 1
<Table>
<Caption>
UNIT Eligibility Date
- ---- ----------------
Acoustic Systems December 31, 2002
Comtrak Technologies, L.L.C. July 1, 1992
Distribution Control Systems, Inc. July 1, 1992
EMC Test Systems, L.P. July 1, 1993
ESCO Technologies Inc. July 1, 1992
Filtertek Inc. May 1, 1998
Lindgren R.F. Enclosures, Inc. September 1, 2000
PTI Advanced Filtration Inc. July 1, 1998
PTI Technologies Inc. January 1, 1993
VACCO Industries July 1, 1992
</Table>
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