ESCO TECHNOLOGIES INC
NOTICE OF AWARD
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10d.txt
<DESCRIPTION>NOTICE OF AWARD
<TEXT>



Exhibit 10(d)
                                 NOTICE OF AWARD


To:             Dennis J. Moore

From:           Human  Resources  and Ethics  Committee  of the Board of
                Directors of ESCO Technologies Inc. ("Committee")

Subject:        Award of Restricted Shares

          1. Award.  The  Committee  has awarded to you 40,000 Shares of Company
     Stock (as hereinafter  defined) under the ESCO Technologies Inc. 2001 Stock
     Incentive Plan ("Plan"),  subject to the terms  hereinafter set forth.  For
     the  purposes of this Award,  "Company  Stock"  means  common  stock of the
     Company held in its Treasury.

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

               (a) During the period  commencing  on July 18, 2002 and ending on
          April 1, 2003 (the  "Restriction  Period") you must remain employed by
          the Company. If during the Restriction Period you terminate employment
          for any reason other than  retirement,  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 defined in the Plan) 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. Amendment. This Award may be amended by written consent between the
     Company and you.


Executed this      day  of             , 2002


ESCO TECHNOLOGIES INC.


By:


ATTEST:
                           Secretary



AGREED TO AND ACCEPTED:


                  Dennis J. Moore





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</DOCUMENT>
