exv10w12



 





Exhibit 10.12

Woodward Governor Company

Compensatory Arrangement




	 	 	 
	

	 	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






	 	 	 
	Date:

	 	May 18, 2007 (revised on May 23, 2007)
	 
	 	 
	To:

	 	Mr. A. Christopher Fawzy
	 

	 	6001 Paseo Palmilla
	 

	 	Goleta, CA 93117
	 
	 	 
	From:

	 	Bob Weber
	 

	 	Chief Financial Officer, Corporate Secretary & Treasurer
	 
	 	 
	Subject:

	 	Job Offer






Dear Chris,



We are pleased to present to you the following details of your job offer:




POSITION:



This offer is for the position of Vice President, General Counsel and Corporate Secretary. This
is an exempt position in Grade 10 on the Executive Compensation Structure. You will be based in
the Fort Collins, Colorado facility and report directly to me.




COMPENSATION:




Base Pay:





	 	•	 	Your base salary will be $9,620 bi-weekly or $250,120 annually. Pay periods are
bi-weekly and in the form of direct deposit. You will be eligible for a wage review on
October 1, 2008.





Annual Incentive Compensation:





	 	•	 	You will participate in the Management Incentive Plan (MIP). Your annual incentive pay
target will be 40% of base pay (or $100,048). The MIP payouts can reach a maximum of 200%
of target. Bonuses are paid out each November after the close of the fiscal year, which is
September 30th. Incentive target bonuses are set by company objectives and
financial performance. Please review the attached MIP Administrative Guidelines and
related materials for further details.





Long Term Incentives:





	 	•	 	This position qualifies for Stock Options. The granting of Stock Options is not a
guarantee, and is subject to Board of Directors approval. Any grants are typically issued
in the October/November timeframe. Please review the enclosed Stock Option Plan Agreement
for further details.






	 	•	 	You will participate in the Woodward Long Term Incentive Plan (LTIP). This is a cash
incentive compensation plan for selected top executives of the Company. The plan consists
of a three-year performance period, with a new performance period starting at the beginning
of each fiscal year. To the extent that the designated goals are achieved, some multiple
of the target award will be paid at the end of the performance period. Your
target participation level will be 25% of your base pay.





Special Provisions:





	 	•	 	If you accept this position, you will receive 5,000 stock options upon your hire date.
The grant will be established at the Woodward stock price on your first date of employment.
The vesting schedule will be consistent with the Stock Option Agreement. You will be
eligible for another stock option grant in November 2007.





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	 	•	 	For FY07, you will be eligible for a pro-rated MIP payment no less than target based on
the number of months you work in FY07. For example, if your start date were July 1, 2007,
you would be eligible for at least $25,012 (3/12ths of $100,048).





RELOCATION BENEFITS:



We will authorize a comprehensive relocation program to assist you in moving from California 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:





	•	 	Pre-move house hunting trip.






	•	 	Moving of household goods.






	•	 	Final move expenses.






	•	 	Temporary living expenses.






	•	 	Assistance in the sale of your home






	•	 	Closing costs on your new home.





Special Provision:





	•	 	As an added benefit, we will authorize a guaranteed offer option on your home.





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:





	 	•	 	You and any eligible dependents will be able to fully participate in the OneWoodward
Health Care (medical, dental and vision) programs after thirty days of continued
employment.
	 
	 	•	 	You will become eligible for company-funded life insurance after thirty days of
continued employment. Additional life insurance for yourself or your dependents may be
purchased during the annual enrollment period, which is each October/November.
	 
	 	•	 	You may also elect to participate in our 401K plan upon employment. You can contribute
between 0-50% of your bi-weekly pay, and Woodward will match 100% on contributions from
1-3% and 50% on contributions from 4-6% (maximum company match of 4.5%). You will be 100%
vested at the time of enrollment.
	 
	 	•	 	Upon two years of service, you will automatically become a participant in the Woodward
Stock Plan (the Company contributes 5% of eligible wages on your behalf). You will be 100%
vested at the time of eligibility.
	 
	 	•	 	The standard Seniority Based Vacation Plan accrues per pay period and equates to a base
of ten days per calendar year. As a seasoned professional, you will be eligible for 3
weeks of vacation through your 6th year of service. Upon your 7th
year of service, vacation will begin to accrue beyond 3 weeks, at the rate indicated on the
Seniority Based Vacation Plan schedule. Vacation may be taken after 30 days of employment.
Base vacation in your first year will be calculated based upon the number of pay periods
you work.
	 
	 	•	 	You will also be eligible to participate in the Executive Benefit Plan. This is a
nonqualified deferred compensation plan that allows you, as part of a select group of
Woodward executives, to save extra pre-tax compensation for your retirement. These savings
are in addition to the amount you can save through the




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	 	 	 	qualified Woodward Retirement Program, which includes the 401(k) deferrals and matching
contributions and the Woodward Stock Plan. Please review the attached program description.




This letter contains the entire agreement with respect to your employment. It supersedes any and
all other agreements, either oral or in writing with respect to the employment relationship. You
and Woodward acknowledge and agree that no other agreement, statement or promise not included in
this letter 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 Vice President, Human Resources.



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 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.



A pre-placement physical will be conducted within 30 days of accepting the offer. All medical
information is confidential and retained separately from employment records. The purpose of the
pre-placement physical is to establish a baseline for the Health and Productivity Center.



This job offer is contingent upon the following: 1) The job being in existence at the time you are
ready to report to work; 2) No evidence of false or misleading information on your application or
any subsequent information you may provide; 3) Fulfilling I-9 (work authorization) requirements; 4)
If applicable, meeting Deemed Export licensing requirements; 5) Successful completion of a
pre-placement drug screening; 6) Completion of a pre-placement physical; and 7) Successful
completion of a background and credit check. These are requirements for all new employees.



We look forward to discussing the offer in more detail. Should any questions arise regarding this
offer, feel free to contact Steve Meyer, Vice President, Human Resources or 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 Steve Meyer either via fax ((970) 962-7146) or mail
(1000 E. Drake Road, Fort Collins, CO 80525).



Chris, we are really looking forward to having you join Woodward. This is an exciting time to be
with the company as we are positioned extremely well for profitable growth. We hope that the
career transition process for you goes well.




Sincerely,




	 	 	 	 	 
	 	 	 
	/s/ Robert F. Weber, Jr.
 	 	 
	Robert F. Weber, Jr. 	 	 
	Chief Financial Officer, Corporate Secretary & Treasurer 	 	 
	 



 





Accepted:




	 	 	 	 	 
	 	 	 
	/s/ A. Christopher Fawzy
 	 	 
	A. Christopher Fawzy 	 	 
	Date: May 23, 2007	 	 
	 



Start Date: June 18, 2007





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