UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 2006
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Missouri 1-10596 43-1554045
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124-1186
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 314-213-7200
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4 (c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 2, 2006, the shareholders of the Registrant approved the Incentive
Compensation Plan For Executive Officers ("ICP"), a new cash incentive
compensation ("bonus") plan for the executive officers of the Registrant. The
ICP was approved by the Human Resources and Compensation Committee ("Committee")
of the Registrant's Board of Directors on November 9, 2005. Commencing with
fiscal year 2006, Registrant intends to divide each executive officer's bonus
target between the ICP and the existing Performance Compensation Plan. Under the
ICP, the Committee approved the fiscal year 2006 bonus targets for the executive
officers, as follows: V.L. Richey and C.J. Kretschmer - 20% of fiscal year 2006
total cash compensation; G.E. Muenster and A.S. Barclay - 15% of fiscal year
2006 total cash compensation. The actual bonuses to be paid under the ICP may
vary from the bonus targets based upon the application of a fiscal year earnings
per share matrix, which was also approved by the Committee. See the Form 8-K
dated December 15, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 Incentive Compensation Plan Incorporated by reference to
For Executive Officers Notice of Annual Meeting of the
Stockholders and Proxy Statement
dated December 21, 2005, at
Appendix A
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ESCO TECHNOLOGIES INC.
Dated: February 7, 2006 By: /s/ G.E. Muenster
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G.E. Muenster
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. Description of Exhibit
10.1 Incentive Compensation Plan Incorporated by reference to
For Executive Officers Notice of Annual Meeting of the
Stockholders and Proxy Statement
dated December 21, 2005, at
Appendix A