EXHIBIT 4 NOTE PURCHASE AGREEMENT EXECUTION COPY ============================== ================================================== WOODWARD GOVERNOR COMPANYNote Purchase Agreement • February 8th, 2002 • Woodward Governor Co • Electrical industrial apparatus • Illinois
EXHIBIT 4 Woodward Governor Company Credit Agreement dated March 14 2003Credit Agreement • May 5th, 2003 • Woodward Governor Co • Electrical industrial apparatus
EXHIBIT 4.2 WOODWARD GOVERNOR COMPANY DEFERRED SHARES TRUST This Grantor Trust AGREEMENT made and entered into this 3rd day of February, 2003 by and between WOODWARD GOVERNOR COMPANY (the "Company") and WACHOVIA BANK, N.A. (the "Trustee"); WITNESSETH...Trust Agreement • February 5th, 2004 • Woodward Governor Co • Electrical industrial apparatus • Illinois
Unaudited Pro Forma Financial InformationStock Purchase Agreement • December 15th, 2008 • Woodward Governor Co • Electrical industrial apparatus
On August 19, 2008, Woodward Governor Company (“Woodward”) entered into a definitive Stock Purchase Agreement (“Purchase Agreement”) by and among Woodward Governor Company, MPC Products Corporation, Techni-Core, Inc. (MPC Products Corporation and Techni-Core, Inc., collectively “MPC”), The Successor Trustees of the Joseph M. Roberti Revocable Trust dated December 29, 1992, Maribeth Gentry, as Successor Trustee of the Vincent V. Roberti Revocable Trust dated April 4, 1991, and the individuals and entities named in Schedule I thereto. Pursuant to the terms and conditions of Purchase Agreement, on October 1, 2008, MPC was acquired by Woodward and MPC became a wholly owned subsidiary of Woodward (the “Acquisition”).
Exhibit 10 (f) Form of Transitional Compensation Agreement TRANSITIONAL COMPENSATION AGREEMENT THIS AGREEMENT, made and entered into as of _____________________ by and between Woodward Governor Company, a Delaware corporation, (hereinafter called the...Transitional Compensation Agreement • December 22nd, 2000 • Woodward Governor Co • Electrical industrial apparatus • Illinois
PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 5, 2020 by and between WOOWARD, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentPreferred Stock Rights Agreement • April 6th, 2020 • Woodward, Inc. • Electrical industrial apparatus • Delaware
This Preferred Stock Rights Agreement (this “Agreement”), dated as of April 5, 2020, is by and between Woodward, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Each of the Company and the Rights Agent are sometimes referred to as a “Party.” All capitalized terms used in this Agreement have the meanings given to them in Section 1.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 4th, 2022 • Woodward, Inc. • Electrical industrial apparatus • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 19, 2019, is entered into by and among Woodward, Inc., a Delaware corporation, as a Borrower, each of Woodward Aken GmbH, a limited liability company under the laws of the Federal Republic of Germany and Woodward Kempen GmbH, a limited liability company under the laws of the Federal Republic of Germany, each as a Foreign Subsidiary Borrower, the other Foreign Subsidiary Borrowers from time to time parties hereto, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, and Wells Fargo Bank, National Association, as Administrative Agent for itself and the other Lenders.
WOODWARD GOVERNOR COMPANY $57,000,000 7.81% Series E Senior Notes due April 3, 2016 $43,000,000 8.24% Series F Senior Notes due April 3, 2019 NOTE PURCHASE AGREEMENT Dated April 3, 2009Note Purchase Agreement • April 8th, 2009 • Woodward Governor Co • Electrical industrial apparatus • New York
Woodward Governor Company, a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
TRANSITIONAL COMPENSATION AGREEMENTTransitional Compensation Agreement • November 20th, 2009 • Woodward Governor Co • Electrical industrial apparatus • Illinois
THIS AGREEMENT made and entered into as of November 20, 2002 and amended and restated as of December 19, 2008 by and between Woodward Governor Company, a Delaware corporation, (hereinafter called the “Corporation”) and Thomas A. Gendron (hereinafter called the “Executive”).
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • November 13th, 2018 • Woodward, Inc. • Electrical industrial apparatus
Woodward, Inc., a Delaware corporation (the “Company”), hereby grants Non-Qualified Stock Options (or NQs) to you (the “Grantee”) 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:
Exhibit 10 (j) Outside Director Stock Purchase Agreement WOODWARD GOVERNOR COMPANY OUTSIDE DIRECTOR STOCK PURCHASE AGREEMENTOutside Director Stock Purchase Agreement • December 9th, 2002 • Woodward Governor Co • Electrical industrial apparatus • Illinois
AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • January 10th, 2012 • Woodward, Inc. • Electrical industrial apparatus • Illinois
This TERM LOAN CREDIT AGREEMENT, dated as of October 1, 2008, is entered into by and among Woodward, Inc., a Delaware corporation, as the Borrower and the Company, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, and JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the other Lenders.
Amended and Restated Executive Change-in-Control Severance AgreementExecutive Change-in-Control Severance Agreement • November 12th, 2014 • Woodward, Inc. • Electrical industrial apparatus
THIS AMENDED AND RESTATED EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT is made, entered into, and is effective this ___________________ day of ___________ 2014, (hereinafter referred to as the “Effective Date”), by and between Woodward, Inc. (the “Company”), a Delaware corporation, and __________________ (the “Executive”).
Executive Change-in-Control Severance AgreementExecutive Change-in-Control Severance Agreement • December 18th, 2009 • Woodward Governor Co • Electrical industrial apparatus
THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT is made, entered into, and is effective this day of December, 2009, (hereinafter referred to as the “Effective Date”), by and between Woodward Governor Company (the “Company”), a Delaware corporation, and (the “Executive”).
Restricted Stock AgreementRestricted Stock Agreement • January 22nd, 2014 • Woodward, Inc. • Electrical industrial apparatus • Delaware
This Restricted Stock Agreement (the “Agreement”), entered into between (Name) ___________________ (the “Grantee”) and Woodward, Inc., a Delaware corporation (the “Company”), hereby grants an award of shares of Restricted Stock (as defined below) to Grantee as of _________ __, ____ (the “Grant Date”) with reference to the following facts:
WOODWARD, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 4th, 2013 • Woodward, Inc. • Electrical industrial apparatus • New York
Woodward, Inc. (formerly known as Woodward Governor Company) (hereinafter, together with its successors and assigns, the “Company”) agrees with you as follows:
Second Amended and Restated Executive Severance and Change in Control AgreementExecutive Severance and Change in Control Agreement • November 18th, 2022 • Woodward, Inc. • Electrical industrial apparatus
CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made, entered into, and is effective this 18th day of October 2022, (hereinafter referred to as the "Effective Date"), by and between Woodward, Inc. (the "Company"), a Delaware corporation, and Roger A. Ross (the "Executive"). This Agreement replaces and supersedes the Amended and Restated Executive Severance and Change in Control Agreement dated November 16, 2021 between the Company and the Executive (the “Prior Agreement”).
Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • November 15th, 2012 • Woodward, Inc. • Electrical industrial apparatus
THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into between (NAME) (the “Grantee”) and WOODWARD, INC., a Delaware corporation (the “Company”), includes stock options granted on (DATE) with reference to the following facts:
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 18th, 2022 • Woodward, Inc. • Electrical industrial apparatus • New York
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • April 6th, 2020 • Woodward, Inc. • Electrical industrial apparatus
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of April 5, 2020, is by and among Hexcel Corporation, a Delaware corporation (“Hexcel”), Woodward, Inc., a Delaware corporation (“Woodward”), and Genesis Merger Sub, Inc., a Delaware corporation.
WOODWARD Retirement SAVINGS PLAN Original Effective Date: September 30, 1952 Restatement Effective Date: January 1, 2024 (except as otherwise specified herein)Retirement Savings Plan • July 16th, 2024 • Woodward, Inc. • Electrical industrial apparatus • Illinois
The Woodward Governor Company Member Investment and Stock Ownership Plan (the “MISOP”) was first established by Woodward, Inc., formerly Woodward Governor Company (the “Company”) effective as of September 30, 1952.
ASSET PURCHASE AGREEMENT BETWEEN GE AVIATION SYSTEMS LLC, GENERAL ELECTRIC COMPANY, acting by and through its GE AVIATION business unit, solely for purposes of Sections 5.26(a), 11.1 and 11.16(b), WOODWARD HRT, INC. AND WOODWARD, INC., solely for...Asset Purchase Agreement • December 28th, 2012 • Woodward, Inc. • Electrical industrial apparatus • Delaware
This ASSET PURCHASE AGREEMENT, dated as of December 27, 2012, between GE Aviation Systems LLC, a Delaware limited liability company (“Seller”), General Electric Company, a New York corporation, acting by and through its GE Aviation business unit (“GE”), solely for purposes of Sections 5.26(a), 11.1 and 11.16(b), Woodward HRT, Inc., a Delaware corporation (“Buyer”) and Woodward, Inc., a Delaware corporation (“Buyer Parent”), solely for purposes of Sections 11.1 and 11.16(a) (this “Agreement”).
PURCHASE AND SALE AGREEMENT by and among WOODWARD, INC., WOODWARD FUEL SYSTEMS HOLDING LLC and GENERAL ELECTRIC COMPANY (acting by and through its GE Aviation business unit) dated as of January 4, 2016Purchase and Sale Agreement • January 8th, 2016 • Woodward, Inc. • Electrical industrial apparatus • Delaware
This Purchase and Sale Agreement (this “Agreement”) is entered into as of January 4, 2016, by and among Woodward, Inc., a Delaware corporation (“Woodward”), Woodward Fuel Systems Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Woodward (“Woodward Affiliate”), and General Electric Company, a New York corporation, acting by and through its GE Aviation business unit (“GE”). Woodward, Woodward Affiliate and GE are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
MASTER AGREEMENT BY AND BETWEEN WOODWARD, INC. AND GENERAL ELECTRIC COMPANY MAY 20, 2015Master Agreement • July 21st, 2015 • Woodward, Inc. • Electrical industrial apparatus • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, modified, supplemented or restated from time to time and including the Annexes and Schedules hereto, this “Agreement”) of [____________] (the “Company”) is entered into as of [____________] (the “Closing Date”) by and among Woodward, Inc., a Delaware corporation (“Woodward”), [Woodward Affiliate], a Delaware limited liability company and wholly-owned subsidiary of Woodward (“Woodward Affiliate”), and General Electric Company, a New York corporation (“GE”) (with GE acting by and through GE Aviation).
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 23rd, 2009 • Woodward Governor Co • Electrical industrial apparatus • Illinois
This AMENDMENT NO. 3 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of March 30, 2009, is entered into by and among Woodward Governor Company (the “Company”), the financial institutions party to the below-defined Credit Agreement (the “Lenders”), and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Agent”). Each capitalized term used herein and not otherwise defined herein shall have the meaning given to it in the below-defined Credit Agreement.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 11th, 2020 • Woodward, Inc. • Electrical industrial apparatus • Colorado
This Separation and Release Agreement (the “Agreement”) is entered into between Woodward, Inc. (the “Company”) and Jonathan W. Thayer (“Executive”) (the Company and Executive will be collectively referred to hereinafter as the “Parties”).
AMENDMENT NO. 2Credit Agreement • April 25th, 2018 • Woodward, Inc. • Electrical industrial apparatus • New York
This AMENDMENT NO. 2 to CREDIT AGREEMENT (the “Amendment”), dated as of March 30, 2018, is entered into by and among Woodward, Inc. (the “Company”), Woodward Aken GmbH (the “Foreign Subsidiary Borrower” and, together with the Company, the “Borrowers”), the Subsidiaries of the Company signatory hereto as “Domestic Subsidiary Guarantors” or “Foreign Subsidiary Guarantors” (collectively, the “Subsidiary Guarantors”), the financial institutions party to the below-defined Credit Agreement (the “Lenders”), and Wells Fargo Bank, National Association, as Administrative Agent (the “Agent”). Each capitalized term used herein and not otherwise defined herein shall have the meaning given to it in the below-defined Credit Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONVERGENCE FUEL SYSTEMS, LLC by and among WOODWARD, INC., WOODWARD FUEL SYSTEMS HOLDINGS LLC and GENERAL ELECTRIC COMPANY dated as of January 4, 2016Limited Liability Company Agreement • January 8th, 2016 • Woodward, Inc. • Electrical industrial apparatus • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, modified, supplemented or restated from time to time and including the Annexes and Schedules hereto, this “Agreement”) of Convergence Fuel Systems, LLC (the “Company”) is entered into as of January 4, 2016 (the “Closing Date”) by and among Woodward, Inc., a Delaware corporation (“Woodward”), Woodward Fuel Systems Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Woodward (“Woodward Affiliate”), and General Electric Company, a New York corporation (“GE”) (with GE acting by and through its GE Aviation business unit).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 7th, 2008 • Woodward Governor Co • Electrical industrial apparatus
This Amendment No. 1 to Stock Purchase Agreement (the “Amendment”) is effective as of October 1, 2008, by and among Woodward Governor Company, a Delaware corporation (the “Buyer”), MPC Products Corporation, an Illinois corporation (“MPC”), Techni-Core, Inc., a Delaware corporation (“Techni-Core”), The Successor Trustees of the Joseph M. Roberti Revocable Trust dated December 29, 1992 (the “Joseph M. Roberti Trust”), Maribeth Gentry, as Successor Trustee of the Vincent V. Roberti Revocable Trust dated April 4, 1991 (together with the Joseph M. Roberti Trust, the “Techni-Core Shareholders”) and the individuals and entities listed on Schedule I thereto (as amended by this Amendment) (the “Other MPC Shareholders” and together with Techni-Core and the Techni-Core Shareholders, the “MPC Shareholders”).
PURCHASE AND SALE AGREEMENT Dated May 29, 1998 BETWEEN TEXTRON INC., AS SELLER AND WOODWARD GOVERNOR COMPANY, AS PURCHASER PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, is entered into on May 29, 1998 ("Agreement"), by and between...Purchase and Sale Agreement • June 29th, 1998 • Woodward Governor Co • Electrical industrial apparatus • Michigan
AMENDMENT NO. 2 AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 7th, 2008 • Woodward Governor Co • Electrical industrial apparatus • Illinois
This AMENDMENT NO. 2 AND CONSENT to SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of October 1, 2008, is entered into by and among Woodward Governor Company (the “Company”), the financial institutions party to the below-defined Credit Agreement (the “Lenders”), and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Agent”). Each capitalized term used herein and not otherwise defined herein shall have the meaning given to it in the below-defined Credit Agreement.
Non-Qualified Stock Option Agreement For Non-Employee DirectorsNon-Qualified Stock Option Agreement • November 26th, 2024 • Woodward, Inc. • Electrical industrial apparatus
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), entered into between you (the “Participant”) and Woodward, Inc., a Delaware corporation (the “Company”), hereby grants an award of Non-Qualified Stock Options (or “options”) to the Participant as of the grant date set forth in Section 1 below (the “Grant Date”) with reference to the facts described in the recitals below. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings ascribed to them in the Woodward, Inc. 2017 Omnibus Incentive Plan (the “Plan”).
WOODWARD, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 4th, 2013 • Woodward, Inc. • Electrical industrial apparatus • New York
Woodward, Inc. (formerly known as Woodward Governor Company) (hereinafter, together with its successors and assigns, the “Company”) agrees with you as follows:
Restricted Stock Unit Agreement For Non-Employee DirectorsRestricted Stock Unit Agreement • November 26th, 2024 • Woodward, Inc. • Electrical industrial apparatus • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), entered into between you (the “Participant”) and Woodward, Inc., a Delaware corporation (the “Company”), hereby grants an award of Restricted Stock Units (or “RSUs”, as defined below) to the Participant as of the grant date set forth in Section 1 below (the “Grant Date”) with reference to the facts described in the recitals below. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings ascribed to them in the Woodward, Inc. 2017 Omnibus Incentive Plan (the “Plan”).
RETIREMENT TRANSITION AGREEMENTRetirement Transition Agreement • November 24th, 2004 • Woodward Governor Co • Electrical industrial apparatus • Illinois
This Retirement Transition Agreement ("Agreement") is made and entered into this 23rd day of November, 2004 by and between Stephen P. Carter, Executive Vice President, CFO and Treasurer (hereinafter "Executive, Employee or Mr. Carter") and Woodward Governor Company, including its affiliated companies, shareholders, directors, officers, employees and agents (hereinafter "Company") pursuant to the following terms and conditions:
