Exhibit 10.34
Non-Qualified Stock Option Agreement
For Non-Employee Directors
Woodward, Inc., a Delaware corporation (the “Company”), hereby grants Non-Qualified Stock Options (or “options”) to you (the “Participant”) under the Company’s 2017 Omnibus Incentive Plan (the “Plan”) in the amount described in your E*TRADE account for this year’s grant, with reference to the following facts:
Now, Therefore, In Consideration of the foregoing facts, the Company hereby grants the following options:
Except as otherwise provided below, these options shall expire as of market close on the last trading day before the tenth (10th) anniversary of the grant date (the “expiration of the options”).
Subject to the provisions of Section 3, Termination of Service Provider Status below, all of the options granted will vest on the first anniversary of the grant date and will remain exercisable until the expiration of the options.
These options shall be exercised by delivery of written notice (or, if permitted by the Administrator, electronic notice) to the Company stating the number of shares with respect to which the options are being exercised, together with full payment of the purchase price therefor, and such other representations and/or agreements as may be required by the Administrator pursuant to the provisions of the Plan. Payment must be made in cash (including a bank cashier’s check or certified check) unless the Administrator determines to accept any other form or combination of forms permitted by the Plan as the Administrator shall advise the Participant in writing. If the Administrator so determines, the payment may be made in whole or in part by delivery of shares of Common Stock previously owned and held at least six months by the Participant. Shares of Common Stock used for payment shall be valued at their fair market value on the date of exercise as determined by the Administrator.
Termination for Reason Other Than Death, Disability or Cause.
Subject to the limited exceptions set forth in this Section 3 and in Section 4, if the Participant ceases to be a Service Provider for any reason other than the death or Disability of Participant before the Participant vests in the options granted hereunder, such options (and the Participant’s future rights to exercise such options) shall immediately terminate and be forfeited notwithstanding the expiration of the options described above (“lapse”). For the avoidance of doubt, all options that have vested will remain exercisable until the expiration of the options, including if the Participant ceases to be a Service Provider for any reason after such vesting.
Death of Participant.
If the Participant dies while a Service Provider, (i) any portion of the options not yet vested and exercisable according to Section 2, Exercise of Options above, will become immediately vested and exercisable on the date of the Participant’s death, and (ii) the options granted hereunder shall continue to be exercisable until the expiration of the options and, for the avoidance of doubt, shall not lapse earlier on account of such death.
Disability of Participant.
If the Participant status as a Service Provider is terminated by reason of Disability of the Participant (as determined by the Administrator): (i) any portion of the options not yet vested and exercisable according to Section 2, Exercise of Options above, will become immediately vested and exercisable on the date of the Participant’s termination by reason of Disability, and (ii) the options granted hereunder shall continue to be exercisable until the expiration of the options and, for the avoidance of doubt, shall not lapse earlier on account of such Disability.
Disability shall be determined by the Administrator with the advice of a physician acceptable to the Administrator with respect to the permanent and total disability of the Participant.
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writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Participant to the Company or the Administrator shall be mailed or delivered to the Company to the attention of its Secretary at 1081 Woodward Way, Fort Collins, Colorado 80524, and all notices or communications by the Company or the Administrator to the Participant may be given to the Participant personally or may be mailed to the Participant at the most recent address which the Participant has provided in writing to the Company.
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By accepting this Agreement, you agree to all of the terms and conditions described above and in the Woodward, Inc. 2017 Omnibus Incentive Plan.
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