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March [XX], 2023
William (Bill) Lacey
704 Postal Ct
Brentwood, TN 37027
Subject: Job Offer
Dear Bill:
We are pleased to offer you the opportunity to join Woodward as Chief Financial Officer, with an anticipated start date of May 8, 2023. This is an exempt position based in Fort Collins, CO reporting to Chip Blankenship, Chairman and Chief Executive Officer.
Details of the offer are as follows:
COMPENSATION
Base Pay
Short-Term Incentive Compensation (STIP)
Long-Term Incentives (LTI)
Total Target Annual Compensation
SPECIAL SIGN-ON INCENTIVE PROVISIONS
Cash Bonus
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RSUs
Stock Option Grant
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
We will prepare for you our standard form Executive Severance and Change in Control Agreement for Company officers, which provides for severance benefits in the event of a qualifying termination, both in the event of a change in control (“CIC”) and outside of a CIC scenario.
BENEFITS
Woodward has an outstanding benefits package that distinguishes us in the labor market. Please review the enclosed Benefits Program Summary. Some benefits to highlight:
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RELOCATION AND TRANSITION BENEFITS
We will authorize a comprehensive relocation program to assist you and your family in moving from your current home to the Fort Collins area. Please review the attached Woodward Relocation Policy Guidelines for a full description of the relocation benefits and program rules. The following highlights some of the benefits that will be provided to you:
CONTINGENCY
Our job offer is contingent upon:
This letter does not create an employment agreement with Woodward and contains the entirety of any offers with respect to your employment with the Company. It supersedes any and all other offers or agreements, either oral or in writing, with respect to the employment relationship. You and Woodward acknowledge and agree that no agreement, statement or promise (other than the terms of this offer) shall be valid or binding. The terms of employment, as set out in this letter, may not be modified or amended by oral agreement or course of conduct, but only by an agreement signed by both you and the Company.
Although we look forward to this being a long and mutually rewarding association, Colorado is an at-will state. Your employment will be at will. You may leave your employment at any time. Woodward
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may transfer, reassign, suspend or demote, or may terminate your employment, at any time, for any reason, with or without cause, and with or without notice.
We look forward to discussing the offer in more detail. Should any questions arise regarding this offer, feel free to contact me.
If you accept this job offer on the terms and conditions set forth in this letter, please sign below and return the original of this letter to Paul Benson either via Adobe Sign or email (paul.benson@woodward.com).
Bill, we are really looking forward to having you join Woodward. This is an exciting time to be with the Company as we are well positioned for profitable growth. We look forward to a long and productive relationship with you.
Sincerely,
_______________________
Chip Blankenship, Chairman and Chief Executive Officer
Accepted:
__________________________________ _____________
William Lacey Date