exv10w16






EXHIBIT 10.16




WOODWARD GOVERNOR COMPANY

SUMMARY OF EXECUTIVE OFFICER COMPENSATION




     The compensation program for executive officers of Woodward Governor Company (the “Company”)
primarily consists of three variable components: base salary, a potential cash bonus under the
Company’s annual Management Incentive Plan, and cash and equity long-term incentive compensation
under the Woodward Governor Company 2006 Omnibus Incentive Plan (the “2006 Plan”). We also provide
other benefits incident to employment to our employees.



BASE SALARIES




     The base salaries for each of the executive officers of the Company (the “Executive Officers”)
for fiscal year 2009, are as follows:



	 	 	 	 	 
	Name and Principal Positions	 	Base Salary	 
	Thomas A. Gendron, President and Chief Executive Officer
	 	$	700,000	 
	Robert F. Weber, Jr., Chief Financial Officer and Treasurer
	 	$	360,000	 
	Gerhard Lauffer, Group Vice President, Electrical Power Systems
	 	$	337,900	 
	Dennis Benning, Group Vice President, Airframe Systems
	 	$	330,070	 
	Martin V. Glass, Group Vice President, Turbine Systems
	 	$	325,500	 
	Chad R. Preiss, Group Vice President, Engine Systems
	 	$	260,000	 
	A. Chris Fawzy, Vice President, General Counsel and Corporate Secretary
	 	$	270,000	 






MANAGEMENT INCENTIVE PLAN




     The threshold, target and stretch/outstanding amounts to be awarded under the annual
Management Incentive Plan (“MIP”) of the Company for fiscal year 2009 for each of our Executive
Officers, subject to achievement of financial objectives of the Company, are as follows:



	 	 	 	 	 
	 	 	Threshold, Target and	 
	 	 	Stretch/Outstanding	 
	 	 	Amounts as a Percentage of	 
	Name of Executive Officer	 	Base Salary	 
	 
	 	 	40,100,	 
	Mr. Gendron
	 	 	& 200	%
	 
	 	 	24,60,	 
	Mr. Weber
	 	 	& 120	%
	 
	 	 	22,55	 
	Mr. Lauffer
	 	 	& 110	%
	 
	 	 	22,55	 
	Mr. Benning
	 	 	& 110	%
	 
	 	 	22,55	 
	Mr. Glass
	 	 	& 110	%
	 
	 	 	22,55	 
	Mr. Preiss
	 	 	&110	%
	 
	 	 	20,50	 
	Mr. Fawzy
	 	 	& 100	%








LONG TERM INCENTIVE PLAN AWARDS UNDER THE 2006 PLAN




     Stock Option Awards



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     The annual awards of options to purchase shares of Common Stock of the Company relating to
fiscal year 2009 will be granted to each of the Executive Officers under the 2006 Plan on November
24, 2008 with an exercise price based on the closing price of Woodward’s common stock on The Nasdaq
Global Select Market on November 24, 2008.



	 	 	 	 	 
	 	 	Number of	 
	Name of Executive Officer	 	Shares	 
	Mr. Gendron
	 	 	62,000	 
	Mr. Weber
	 	 	14,500	 
	Mr. Lauffer
	 	 	14,000	 
	Mr. Benning
	 	 	14,000	 
	Mr. Glass
	 	 	14,000	 
	Mr. Preiss
	 	 	14,000	 
	Mr. Fawzy
	 	 	6,000	 






     The form of Stock Option Award Agreement under the 2006 Plan, including vesting provisions,
pursuant to which such awards were made, is incorporated herein by reference to Exhibit 99.2 to the
Company’s Current Report on Form 8-K dated November 16, 2007.



CASH COMPONENT OF LONG-TERM INCENTIVE PLAN




     The Company established a reward target for the cash component of the three-year long-term
incentive plan (“LTIP”) for fiscal 2008-2010 for each Executive Officer, articulated as a
percentage of base pay. Payout targets for the cash component of the long-term incentive plan are
detailed in the following table:



	 	 	 	 	 
	 	 	Cash Target	 
	 	 	LTIP Award as	 
	Executive Officer	 	a % of Base	 
	Gendron
	 	 	50	%
	Weber
	 	 	40	%
	Lauffer
	 	 	35	%
	Benning
	 	 	35	%
	Glass
	 	 	35	%
	Preiss
	 	 	35	%
	Fawzy
	 	 	25	%






     For purposes of the LTIP, we assess our performance as measured by Return on Capital and
Growth on Net Earnings per Share against the same performance metrics of the other companies in the
S&P Small Cap 600 over the three-year period 2008 through 2010. Each performance measurement is
worth 50% of the award and each is measured separately. Payout triggers in relation to our ranking
within the S&P Small Cap 600 are as follows:



	 	 	 
	Performance	 	Payout
	At or above 50th percentile

	 	50% of target
	At or above 60th percentile

	 	100% of target
	At or above 75th percentile

	 	200% of target




OTHER BENEFITS




     Our Executive Officers participate in the same health, welfare and retirement benefits as does
all of our employee membership. This includes a group health insurance program; life insurance,
inclusive of employee life, additional buy-up employee life, optional spouse life, and optional
child life; Accidental Death & Dismemberment insurance; Long-Term Disability; Woodward Retirement
Savings Plan, inclusive of employee contributions and Company contributions (100% match on the
first 3% of employee contributions, 50% on the next 3% of employee contributions, maxing at 4.5%);
Woodward Stock Plan (Company contribution of 5% of base wages); Retirement Income Plan (Company
contribution of 1.5% of eligible wages, and 0.1% for each year of additional service). The
Retirement Income Plan was frozen as of September 30, 2003, with prior participants grandfathered
and closed to new participants.



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     All plans are subject to applicable IRS limitations. Supplemental matches and contributions
are made for the Retirement Savings Plan, the Woodward Stock Plan, and the grandfathered Retirement
Income Plan.



     Our Executive Officers are also eligible to participate in a deferred compensation plan, the
Executive Benefit Plan (EBP). This plan is also available to other key leaders. Participants are
able to defer up to 50% of base pay, and up to 100% of any incentive payments.



WHERE MORE INFORMATION CAN BE FOUND




     Each of the plans and agreements mentioned herein are discussed further annually in our Notice
of Annual Meeting of Shareholders and Proxy Statement as filed with the Securities and Exchange
Commission ( “SEC” ). Our Proxy Statement can be found on our website at
www.woodward.com/corp/IR/secFilings.cfm and at the SEC’s website at www.sec.gov.




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