Exhibit 10.1
October 7, 2022
Randy Hobbs
Subject: Job Offer
Dear Randy:
We are pleased to offer you the opportunity to join Woodward as President, Industrial, with an anticipated start date of December 5, 2022. This is an exempt position based in Fort Collins, CO reporting to Chip Blankenship, Chairman, Chief Executive Officer and President.
Details of the offer are as follows:
COMPENSATION
Base Pay
Annual Short Term Incentive Compensation (STI)
Annual Long Term Incentive Compensation (LTI)
Total Target Annual Compensation
Exhibit 10.1
SPECIAL SIGN-ON INCENTIVE PROVISIONS
In recognition of the significant pension benefit from your current employer that you would be forfeiting in order to join Woodward, and as an additional inducement for you to accept this position, we will offer you the following sign-on consideration:
Cash Bonus
Sign-On RSUs
You will also be given two Sign-On RSU grants:
Deferred Compensation Contribution
Annual LTl-equivalent grant
Exhibit 10.1
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
We will prepare for you our standard form Executive Severance and Change in Control Agreement for Company officers, which provides for severance benefits in the event of a qualifying termination, both in the event of a change in control ("CIC") and outside of a CIC scenario.
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:
RELOCATION AND TRANSITION BENEFITS
We will authorize a comprehensive relocation program to assist you and your family in moving from your current home 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:
PERFORMANCE
Your performance will be reviewed annually by Chip Blankenship. This review typically occurs in the first quarter of each fiscal year (October - December) with any pay adjustments effective the first pay period in January.
Exhibit 10.1
CONTINGENCY
Our job offer is contingent upon:
This letter does not create an employment agreement with Woodward and contains the entirety of any offers with respect to your employment with the Company. It supersedes any and all other offers or agreements, either oral or in writing, with respect to the employment relationship. You and Woodward acknowledge and agree that no agreement, statement or promise (other than the terms of this offer) 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 Company.
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.
We look forward to discussing the offer in more detail. Should any questions arise regarding this offer, feel free to contact 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 Paul Benson either via Adobe Sign or email (paul.benson@woodward.com).
Randy, 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 look forward to a long and productive relationship with you.
Sincerely,
_______________________
Chip Blankenship
Accepted:
__________________________________ _____________
Randall Hobbs Date