EX-10.14






Exhibit 10.14




STOCK APPRECIATION RIGHTS AWARD AGREEMENT




PURSUANT TO THE




MOOG INC. 2008 STOCK APPRECIATION RIGHTS PLAN




AWARD NO. ___




     This Stock Appreciation Rights Award Agreement evidences the grant of Stock Appreciation
Rights (“SARs”) pursuant to the Moog Inc. 2008 Stock Appreciation Rights Plan. As used in this
Agreement, the following terms will have the meanings indicated:



	 	 	 	 	 
	Company:

	 	MOOG INC.
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Grantee:
	 	 	 	 
	 

	 	 	 	 
	 
	Shares Covered:
	 	Class A Common Stock	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Number of Stock Appreciation Rights:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Agreement Date:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Grant Date:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Expiration Date:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Exercise Price Per SAR:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	SARs Vesting Schedule:
	 	SARs covered by this Agreement vest and
become exercisable as follows:	 	 






	 	 	 	 	 	 	 
	 	 	Date First Exercisable	 	Number of SARs	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	MOOG INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	Title:
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	GRANTEE	 	 






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STOCK APPRECIATION RIGHTS AWARD AGREEMENT




     THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT is between Moog Inc., a New York corporation
(the “Company”), and the recipient (the “Grantee”) of the grant of Stock Appreciation Rights in the
Company (“SARs”).



     WHEREAS, the Company desires to carry out the purposes of the Moog Inc. 2008 Stock
Appreciation Rights Plan (the “Plan”) by awarding to the Grantee SARs in the Company.



     NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for
other good and valuable consideration, the parties agree as follows:



1. Grant of SARs.




The Company hereby grants SARs to the Grantee in the amount shown on the cover page of this
Agreement. This Award entitles the Grantee to exercise the SARs in exchange for shares of Company
Stock in the amount determined under Paragraph 9 below, subject to the terms and conditions set
forth in this Award Agreement and the Plan. The number of shares pertaining to the Award is
subject to adjustment in accordance with Section 4 of the Plan.



2. Incorporation of Plan.




This Award is subject to, and governed by, the terms and conditions of the Plan, which are hereby
incorporated by reference. In the event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will
prevail. Unless otherwise defined in this Agreement, the terms used in this Agreement will have
the same defined meanings as in the Plan.



3. Exercise Price.




The exercise price for each SAR (the “Exercise Price”) granted under this Award will be the amount
shown on the cover page of this Agreement, which is the Fair Market Value of a share of Company
Stock on the Grant Date.



4. Vesting Schedule.




The SARs subject to this Award will vest and become exercisable in accordance with the schedule
shown on the cover page hereof, subject to the Grantee’s continued Service through each vesting
date. Upon the occurrence of any of the following events or circumstances, this Award will
immediately become 100% vested and exercisable: death while employed by, or serving as a Director
of, the Company; Disability; Retirement; and a Change in Control.



5. Term of SARs.




The SARs granted under this Award will expire on the tenth anniversary of the Grant Date, subject
to earlier termination as provided in the Plan. The exercise period of the SARs may be modified
under the provisions of Section 6 of the Plan.



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6. Termination of SARs.



The SARs will automatically terminate upon the earliest to occur of the following:




	 	i.	 	The expiration date determined under Paragraph 5 above;
	 
	 	ii.	 	The date 90 days after the Grantee’s Service terminates for any reason other
than death, Disability, Retirement, a Change in Control, or Cause;
	 
	 	iii.	 	The date 24 months after the termination of the Grantee’s Service due to an
Acceleration Event, as provided in Section 6 of the Plan; or
	 
	 	iv.	 	The date the Grantee’s Service is terminated for Cause.





In the event of the Grantee’s death, all remaining SARs may be exercised at any time before the
expiration or termination of the SARs, as determined above, by the executors or administrators of
the Grantee’s estate or by a person who acquires the right to such exercise by will or by the laws
of descent and distribution, provided the requirements set forth in Section 7(c) of the Plan are
satisfied.



7. No Rights as a Stockholder.




Neither the Grantee nor any transferee has any rights as a stockholder with respect to any shares
covered by or relating to this Award until the date the Grantee or transferee becomes the holder of
record of the shares.



8. Exercise of SAR.




Each vested SAR will be exercisable at any time during the term of the SAR, except that the SARs
must be exercised in blocks of at least 100 SARs (unless the exercise is for the entire remaining
vested portion of this Award). The SARs may be exercised by delivering notice to the Company’s
principal office, no less than one nor more than ten business days in advance of the effective date
of the proposed exercise. The notice must be signed by the Grantee and must specify the number of
SARs being exercised and the effective date of the exercise.



9. Benefit Upon Exercise.




Upon exercising all or any portion of this Award, the Grantee will receive unrestricted, fully
transferable shares of Company Stock equal in value to the number of SARs exercised, multiplied by
the difference between (i) the Fair Market Value of a share of Company Stock on the exercise date,
over (ii) the Exercise Price of the SAR. This calculated value will be divided by the Fair Market
Value of a share of Company Stock on the exercise date to determine the number of shares of Company
Stock that the Grantee will receive on exercise, subject to any withholding of shares pursuant to
Paragraph 14 below. Fractional share amounts will be settled in cash. Stock will be issued within
one month of the exercise date, or as soon as administratively feasible, if later.



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10. Nondisclosure Covenants.



The Grantee acknowledges that he or she has access to certain confidential, proprietary, trade
secret, or competition-sensitive Company information (“Protected Information”). As partial
consideration for this grant of SARs, the Grantee agrees and covenants that he or she (1) will not
make any unauthorized disclosure of Protected Information; (2) will take all reasonable measures to
preserve and protect such Confidential Information from unauthorized disclosure, removal or
transmittal from Company premises; (3) will return all Protected Information to the Company upon
termination or upon request by management or the Grantee’s supervisor; and (4) will treat such
similar information submitted to the Company by customers, vendors or Government entities in the
same manner as the Company’s Protected Information. Violation of this nondisclosure provision will
be grounds for the cancellation and forfeiture of this Award, in whole or in part, as the
Committee, in its sole discretion, may determine.



11. Non-Transferability.




Except as otherwise provided in Section 7 of the Plan, the SARs are not transferable other than by
will or the laws of descent and distribution, and the SARs may be exercised during the Grantee’s
lifetime only by the Grantee.



12. No Right to Employment.




The Grantee acknowledges that nothing in the Plan or this Agreement confers upon the Grantee any
right with respect to continued employment by the Company or interferes in any way with the right
of the Company, subject to the terms of any separate employment agreement to the contrary, at any
time to terminate the Grantee’s employment or to increase or decrease the Grantee’s compensation.



13. Legal Compliance Restrictions.




If at any time the Company determines, in its discretion, that the listing, registration or
qualification of the SARs upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory authority, is necessary or desirable as a
condition of the exercise of SARs under the Plan, these SARs may not be exercised unless and until
such listing, registration, qualification, consent or approval has been effected or obtained free
of any conditions not acceptable to the Company. The Company will make reasonable efforts to meet
the requirements of any such state or federal law or securities exchange and to obtain any such
consent or approval of any governmental authority.



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14. Withholding Taxes.




As a condition of this Award, the Grantee agrees to pay or make arrangements for the payment to the
Company of the amount of any taxes that the Company is required by law to withhold with respect to
the SARs. Payment will be due on the date the Company is required to withhold such taxes. The
Committee (or the Board in the case of SARs granted to a non-employee director) may, in its
discretion in accordance with the Plan, permit the Grantee to satisfy the withholding requirement
by electing to have the Company withhold from delivery shares of Company Stock having a value equal
to the minimum amount of tax required to be withheld or by permitting the Grantee to deliver to the
Company shares of Common Stock with a Fair Market Value equal to the amount required to be
withheld.



15. Governing Law.




Except to the extent preempted by an applicable federal law, the Plan and this Agreement will be
construed and administered in accordance with the laws of the State of New York, without reference
to the principles of conflicts of laws thereunder.



16. Binding Effect.




This Agreement is binding upon, and inures to the benefit of, the respective successors, assigns,
heirs, executors, administrators and guardians of the parties covered by this Agreement.



17. Risks.




The Grantee is advised that the value of the SARs and the shares of Stock acquired under the SARs
will fluctuate as the trading price of the Stock fluctuates. The Grantee exclusively accepts all
risks associated with a decline in the market price of Company Stock and all other risks associated
with the holding of shares of Stock. No amount will be paid to, or in respect of, the Grantee to
compensate for a downward fluctuation in the price of Company Stock, nor will any other form of
benefit be conferred upon, or in respect of, the Grantee for such purpose.



18. Acceptance of Terms.




By accepting this Award, the Grantee expressly warrants that he or she has received SARs
representing shares of Company Stock under the Plan, and has received, read and understands the
Plan and this Agreement. The Grantee understands that the Plan is discretionary in nature and may
be modified, suspended or terminated by the Company at any time.



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