EX-10.1

                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS  AGREEMENT  entered  into as of the 31st day of  December,  2007,
     between  ESCO  Technologies  Inc.  ("Company")  and Victor L.  Richey,  Jr.
     ("Executive").

                                   WITNESSETH:

          WHEREAS,  the Company and the  Executive  entered  into an  Employment
     Agreement  as of  the  3rd  day  of  November,  1999  ("Agreement"),  which
     Agreement was amended as of the 9th day of August, 2001; and

          WHEREAS,  the  parties  retained  the  right  to amend  the  Agreement
     pursuant to Article 15 thereof; and

          WHEREAS,  the parties desire to again amend the Agreement effective as
     of December 31, 2007.

          NOW,  THEREFORE,  effective as of December 31, 2007,  the Agreement is
     amended as follows:

               1.  Paragraph  9.a and  subparagraphs  (1) and  (2)  thereof  are
          deleted and replaced with the following:

               a.   Termination by the Company other than for Cause.

          If, during the term of this  Agreement,  but under  circumstances  not
     described in paragraph 8, above,  the Executive's  employment is terminated
     by the Company for reasons  other than  "Cause" (as  hereinafter  defined),
     including  purported  termination  (i.e.,  the  Executive  is  placed  on a
     terminal  leave of absence by the  Company),  then,  provided the Executive
     executes the Standard  Severance  Agreement and Release then in general use
     by ESCO for this purpose, the Executive shall receive the following:

     (1) The Company  shall pay the Executive an amount equal to his base salary
     for 24  months at the rate in  effect  at the date of such  termination  of
     employment.  Such amount shall be paid in either of the following forms, as
     elected by the Executive:

          (A) in a lump  sum on the  regularly  scheduled  payroll  date  of the
          Company  coinciding  with or  immediately  preceding  March  15 of the
          calendar year  following  the calendar year in which such  termination
          occurs; or

          (B)  in  biweekly   installments  equal  to  1/52nd  of  such  amount,
          commencing  on the  regularly  scheduled  payroll  date of the Company
          immediately   following  such   termination  and  continuing  on  each
          succeeding   regularly  scheduled  biweekly  payroll  date;  provided,
          however,  that the installments,  if any,  remaining to be paid on the
          regularly  scheduled  payroll  date  coinciding  with  or  immediately
          preceding the  fifteenth  day of the third month  following the end of
          the  calendar  year  or  fiscal  year of the  Company  in  which  such
          termination occurs, whichever is later, shall be paid in a lump sum on
          such date.

     (2) As a  supplement  to the  payment of the  Executive's  base salary rate
     under  subparagraph (1), above, the Company shall also pay the Executive an
     amount  equal to his PCP  Percentage  and ICP  Percentage  (as  hereinafter
     defined),  as applicable,  for 24 months  following such termination in the
     same manner as determined under subparagraph (1). For this purpose, his PCP
     Percentage and ICP Percentage  shall be no less than his annual  percentage
     (of base salary)  under the  Company's  Performance  Compensation  Plan and
     Incentive   Compensation  Plan,   respectively,   in  which  the  Executive
     participates, for the last fiscal year prior to the termination.

     2. Subparagraph (8) of paragraph 9.a is revised to read as follows:

     (8) The Company shall make  available,  for such period which it determines
     (but in no event ending later than the last day of the second  taxable year
     of the  Executive  following  the  taxable  year in  which  termination  of
     employment occurs),  executive outplacement  assistance which it determines
     to be appropriate for Executive.

     3. The second sentence of paragraph 9.c is revised to read as follows:

     "Good Reason" shall mean the occurrence of any one or more of the following
     events:

     (1)  any  material  failure  by  the  Company  to  comply  with  any of the
     provisions  of  this  Agreement,  other  than  a  failure  to  comply  with
     paragraphs 3 through 7 hereof  inclusive solely by reason of a reduction in
     compensation or benefits that applies to all Senior Management employees;

     (2) the Company's  requiring  the Executive to move his residence  from the
     Greater St. Louis, Missouri area due to a material change in the geographic
     location at which the Executive must perform his duties; or

     (3) the Company's  assigning duties to Executive which are, expressly or in
     practical  effect, a material and substantial  demotion from or substantial
     reduction of Executive's  present  executive or material  responsibilities,
     whether or not accompanied by a reduction in remuneration;

     provided,  however,  that  termination  of  employment  shall be for  "Good
     Reason"  only if (i) the  Executive  provides  notice to the Company of the
     existence of the applicable  event described in this paragraph 9.c no later
     than 90 days  following  the initial  occurrence  of such  event,  (ii) the
     Company  fails to remedy  such  event  with 30 days  after  receiving  such
     notice,  and (iii) such  termination  occurs within two years following the
     initial occurrence of such event.

          IN WITNESS WHEREOF,  the foregoing Agreement was executed effective as
     of December 31, 2007.

     ESCO TECHNOLOGIES INC.


By: /s/ V.L. Richey, Jr.                              /s/ Deborah J. Hanlon
    -------------------                              ---------------------
                                                            Executive