Exhibit 10.1





	 	 	 
	

	 	Woodward Governor Company

1000 East Drake Road

P.O. Box 1519

Fort Collins, CO 80522-1519 USA

Tel: 970-482-5811

Fax: 970-498-3058






Exhibit 10.1




	 	 	 
	Date:

	 	April 27, 2011
	 
	 	 
	To:

	 	Marty Glass
	 
	 	 
	From:

	 	Tom Gendron

Chairman of the Board and Chief Executive Officer
	 
	 	 
	Subject:

	 	Job Offer: President, Airframe Systems






Dear Marty,




We are pleased to present to you the following details of your job offer for President, Airframe
Systems, subject to your acceptance:



POSITION:





	 	•	 	Your new position would be President, Airframe Systems, and would be effective as of
June 1, 2011.







	 	•	 	Your new position would be classified as a grade 8 (no change) on the Executive
Compensation Structure, and would be used as the basis for determining your variable pay.







	 	•	 	The Compensation Committee of the Board of Directors reviewed the Hewitt total
compensation data and approved our recommendations to make this offer.







	 	•	 	You would be based in the Skokie, Illinois facility and report directly to me.






COMPENSATION:





	 	•	 	Effective as of the pay period beginning May 28, 2011, your base salary would be
$14,038.46 bi-weekly or $365,000 annually. This represents a base pay increase of 7.4%.







	 	•	 	You will continue to participate in the Management Incentive Plan (MIP). Your annual
incentive pay target will continue to be 60% of base pay. For FY11, the base pay amount
used to calculate any MIP bonus will be based on the number of pay periods worked prior to
and after your promotion.







	 	•	 	You will continue to qualify for stock options. The granting of stock options is not a
guarantee, and is subject to approval by the Compensation Committee of the Board of
Directors.






 


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	 	•	 	You will continue to participate in the Woodward Long Term Incentive Plan (LTIP). Your
annual LTIP target will continue to be 35% of base pay.







	 	•	 	You will be eligible for a salary review in October 2011.






RELOCATION BENEFITS:




Upon your acceptance, we would authorize a comprehensive relocation program to assist you and your
spouse in moving from Rockford to the greater Chicago area, in accordance with the Woodward
Relocation Policy Guidelines. The following highlights some of the benefits that will be provided
to you:




	•	 	Pre-move house hunting trip for you and your spouse.

	 
	•	 	Moving of household goods.

	 
	•	 	Final move expenses.

	 
	•	 	Temporary living expenses.

	 
	•	 	Assistance in the sale of your home (including full-buyout program).

	 
	•	 	Closing costs on your new home.

	 
	•	 	Relocation Miscellaneous Expense Payment of $5,000






Special Relocation Benefits:





	 	•	 	You will receive a lump sum in the amount of $250,000 grossed up for taxes. The intent
of this lump sum is to help offset the higher cost of housing in the greater Chicago area
compared to the Rockford area. Please note that you would be required to repay Woodward
the lump sum paid should you voluntarily leave the company within 2 years from your
position effective date.







	 	•	 	If needed, the Company will authorize a “directed offer” to ensure your home sale is not
less than your original home purchase price of $590,000. If the guaranteed offer (based on
appraised value) or the actual sale price is higher than $590,000, this provision will not
apply.






Please contact me should you have any questions. Marty, we are looking forward to your leadership
abilities in running the Airframe Systems Business Group. In your new position, you will continue
to play a key role on the Executive Staff and will have significant impact on our ability to meet
our Vision 2015, goals and strategies.



If you accept this job offer and promotion on the terms and conditions set forth in this letter,
please sign below and return the original of this letter to my attention.



Sincerely,
 




Tom Gendron




	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 
	Accepted:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 
	Martin V. Glass

	 	Date
	 	 







 


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