0001193125-12-472182 Sample Contracts

Non-Qualified Stock Option Agreement
Non-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:

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Supplemental Agreement to Managing Director Service Contract dated 6th March 2002 and subsequent arrangement dated 21st November 2006
Supplemental Agreement to Managing Director Service Contract • November 15th, 2012 • Woodward, Inc. • Electrical industrial apparatus

Woodward, Inc.’s (Woodward’s) Electrical Power Systems business group structure will undergo various organizational changes. Upon completion of the planning phase, the changes will be announced at the end of FY2012 or at the beginning FY2013, i.e., late September or early October 2012. More specifically, it is intended to consolidate the Electrical Power Systems business group (“EPS”) into the Engine Systems business group (“ES”) and into Industrial Turbomachinery Systems business group (“ITS”), and consequently, EPS will cease to be a separate business group within Woodward’s Energy business segment. This will include that Power Generation and Distribution (“PG&D”) and Power Solutions (“PS”), which are currently sub-segments under EPS, will be moved to ES. Wind Power Systems (“WPS”) and Power Conversion Systems (“PCS”), which will be moved to ITS, will form a new organizational unit under ITS, Renewable Power Systems (“RPS”).

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