Exhibit 10.28





Exhibit 10.28




	 	 	 
	Date:

	 	November 17, 2010
	 
	 	 
	To:

	 	Dennis Benning
	 
	 	 
	From:

	 	Tom Gendron
	 

	 	Chairman of the Board and Chief Executive Officer
	 
	 	 
	Subject:

	 	Confirmation of Assignment Extension






Dear Dennis,




This memo modifies and clarifies our mutual agreement relative to your assignment as President,
Airframe Systems (formerly Group Vice President, Airframe Systems and President, Woodward MPC).
All terms and conditions outlined in your October 1, 2008 Confirmation of Promotion memo still
apply with the following modifications and clarifications:




	 	•	 	As a result of the acquisition of HR Textron (now Woodward HRT), your position includes
the oversight of all Airframe Systems (Woodward MPC and HRT). During the course of your
assignment, it is acknowledged that you are required to maintain two offices — one based in
the Skokie, Illinois facility, and the other in the Santa Clarita, California facility. It
is also expected that you will return to the Fort Collins, Colorado facility occasionally
as needed.






	 	•	 	The last bullet of the October 1, 2008 memo, which related to duration and expected
assignments with the Company, is hereby deleted in its entirety and replaced with the
following:






You will continue as President, Airframe Systems, until such time as a successor has
been duly appointed by the Company.




	 	•	 	You will continue to be eligible for salary reviews in accordance with the Company’s
annual salary planning cycle.






	 	•	 	The Company will provide the following to you for your time spent in both Skokie and
Santa Clarita locations:






	 	•	 	The use of a car and reimbursement for the cost of gas associated with business use
of the vehicle.






	 	•	 	Accommodations (either hotel or rented apartment or some combination) for the
duration of the assignment. You will be responsible for all other day-to-day living
expenses during the assignment, e.g. meals, laundry expenses, and other miscellaneous
expenses.






	 	•	 	The Company will reimburse travel expenses associated with you and your spouse when
traveling to/from Illinois, California, or Colorado locations.






	 	•	 	It is understood that there will be a period of time needed to transition and wrap up
your temporary residences in both Illinois and California. Therefore, the Company will pay
for travel expenses (i.e. air travel, rental car, and hotel if needed) for you and your
spouse for a period of 30 days following the end of your assignment.






	 	•	 	At the successful completion of your assignment, you will be eligible to receive a
performance bonus in the amount of $250,000, less applicable withholdings. Successful
completion means that your successor is assessed, named and effectively transitioned into
the President, Airframe Systems President position.





Please contact me should you have any questions. Otherwise, to indicate your agreement with the
terms outlined in this letter, please sign below and return the original of this memo to my
attention.



	 	 	 	 	 
	Sincerely,

 	 	 
	/s/ Tom Gendron
 	 	 
	Tom Gendron 	 	 
	Chairman of the Board, Chief Executive Officer and President 	 	 



	 	 	 	 	 
	Accepted by,
	 	 	 	 
	 
	 	 	 	 
	/s/ Dennis Benning

	 	November 17, 2010	 	 
	 	 	 
	Dennis Benning

	 	Date