common stock trust receipts issued pursuant to the Deposit and Trust Agreement

 

                                                            EXHIBIT 10(s)

                                NOTICE OF AWARD

To:       Dennis J. Moore

From:     Board of Directors of ESCO Electronics Corporation ("Board")

Subject:  Award of Restricted Shares

     1.   Award. The Board has awarded to you 32,000 Shares of Company Stock
(as hereinafter defined), subject to the terms hereinafter set forth.

     2.   Terms. The following are the terms of the Award:

          (a)  During the period commencing on the date hereof and ending on
September 30, 2000 (the "Restriction Period") you must remain employed by the
Company. If during the Restriction period you terminate employment for any
reason other than death or disability, you will forfeit the shares of Company
Stock awarded hereunder. If, during the Restriction Period, you terminate
employment on account of death or disability (as determined by the Board), you
(or your estate) shall become fully vested in the shares of Company Stock
awarded hereunder and the employment requirement of this subparagraph (a) shall
cease to apply.

          (b)  During the Restriction Period, the certificates representing the
shares of Company Stock awarded hereunder shall be held by an escrow agent
selected by the Company. At the end of the Restriction Period (or upon your
earlier termination of employment on account of death or disability as
determined under subparagraph (a), above, or upon a Change of Control under
the circumstances described in subparagraph (c), below) the escrow agent shall
deliver such certificates to you (or to your estate). During the Restriction
Period you will be entitled to all dividends paid on the shares of Company
Stock awarded hereunder and you will be entitled to instruct the escrow agent
how to vote such shares.

          (c)  If there is a Change of Control (as hereinafter defined) and you
are employed by the Company on the date of the Change of Control, you will
become fully vested in the shares of Company Stock awarded hereunder and the
employment requirement of subparagraph (b) shall cease to apply.

     3.   Definitions.

          (a)  "Change of Control" shall mean:

               (i)   The purchase or other acquisition (other than from the
Company) by any persons, entity or group of persons, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")(excluding, for this purpose, the Company or its subsidiaries or
any employee benefit plan of the Company or its subsidiaries), of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either the then-outstanding shares of Common
Stock of the Company or the combined voting power of the Company's
then-outstanding voting securities entitled to vote generally in the election of
directors; or

               (ii)  Individuals who, as of the date hereof, constitute the
Board (as the date hereof, the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any person who
becomes a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
individual whose initial assumption of office is in connection with an actual
or threatened election contest relating to the election of directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of this section, considered as
though such person were a member of the Incumbent Board; or

               (iii) Approval by the Stockholders of the Company of a
reorganization, merger or consolidation, in each case with respect to which
persons who were the

stockholders of the Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50% of,
respectively, the common stock and the combined voting power entitled to vote
generally in the elections of directors of the reorganized, merged or
consolidated corporations' then-outstanding voting securities, or of a
liquidation or dissolution of the Company or of the sale of all or
substantially all of the assets of the Company.

          (b) "Company Stock" means common stock of the Company as well as
common stock trust receipts issued pursuant to the Deposit and Trust Agreement
dated September 24, 1990 among the Company, Emerson Electric Co. and Boatmen's
Trust Company, as Trustee.

     4.    Amendment. The Award may be amended by written consent between the
Company and you.

Executed this 10th day of November, 1997

ESCO ELECTRONICS CORPORATION

By: /s/ PHILIP A. HUTCHISON
   ------------------------

ATTEST: /s/ WALTER STARK
       ------------------
        Secretary

AGREED TO AND ACCEPTED:

/s/ DENNIS J. MOORE
- ---------------------------
      Dennis J. Moore

 

Basic Info X:

Name: common stock trust receipts issued pursuant to the Deposit and Trust Agreement
Type: Trust Agreement
Date: Dec. 23, 1997
Company: ESCO TECHNOLOGIES INC
State: Missouri

Other info:

Date:

  • September 30 , 2000
  • September 24 , 1990
  • 10th day of November , 1997

Organization:

  • ESCO Electronics Corporation
  • Change of Control
  • Emerson Electric Co.
  • Boatmen's Trust Company

Person:

  • PHILIP A. HUTCHISON
  • Dennis J. Moore

Percent:

  • 50 %