Charles Blankenship Jr. employment offer letter, dated April 18th, 2022

Your base salary will be $42,307 bi-weekly or $1,100,000 annually. Pay periods are bi-weekly and in the form of direct deposit and subject to deductions for taxes and other withholdings as required by law or the policies of the Company.  

You will participate in the Woodward Variable Incentive Plan (WVIP). Your annual incentive pay target will be 115% of eligible wages (or $1,265,000). Any WVIP payout will be pro-rated for fiscal year 2022. The WVIP payouts can reach a maximum of 200% of target. WVIP payouts are subject to approval by the Compensation Committee of the Board of Directors and, when applicable, are typically paid out in November after the close of the fiscal year, which is September 30. Incentive target bonuses are set by Company objectives and financial performance. Please review the attached WVIP At a Glance document and related materials for further details.

This position qualifies for Stock Options as part of our annual equity grant process. Your first annual stock option grant, with a delivered value of approximately $4,338,000, will be awarded at the beginning of our next fiscal year, October 1, 2022. The granting of future Stock Options is not a guarantee and is subject to Board of Directors approval.

Beginning October 1, 2022, you will participate in the Woodward Cash LTI Program at a target of 50% of base salary. 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 or exceeded, some multiple of the target award will be paid at

the end of the performance period. The Cash LTI payouts can reach a maximum of 200% of target. Please review the enclosed Cash LTI At-a-Glance for further details.

$1,100,000 (Base) + $1,265,000 (STI) + $4,800,000 (LTI) =$7,165,000 (Total)

The Company will pay you a sign-on bonus in the amount of $1,000,000. The sign-on bonus will be payable in your first regular paycheck in accordance with the Company's standard payroll practice and subject to applicable withholding taxes. Should you voluntarily resign from the Company within 2 years of your hire date, you will be responsible for reimbursing this amount to the Company.

You will also be given an interim grant of time-vested restricted stock units (RSUs) on your start date with a delivered value of $3,400,000. This grant will fully cliff vest three years following the grant date.

A sign-on stock option grant will be awarded on your start date with a targeted delivered value of approximately $2,200,000. The stock option grants awarded on your start date will be based on the most recent Black Scholes calculation and at an exercise price established at the closing price of the Company's common stock on Nasdaq on your first date of employment. The normal vesting schedule under our form Stock Option Agreement (25% annually) will apply for these grants.

You and any eligible dependents will be able to fully participate in the WW Blue HPN (Colorado) (medical, dental and vision) programs after thirty days of continued employment.  

After thirty days of continued employment, you will become eligible for company-funded life insurance in the amount equal to the lesser of (a) $1,000,000, and (b) two times your base annual salary. 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 0-3% of your pay and 50% on contributions from 3-6% of your pay (maximum Company match of 4.5%). Any amounts contributed by the Company in excess of the applicable IRS limit will be provided in the form of a supplemental contribution to your account in the Company’s non-qualified deferred compensation plan (the Executive Benefit Plan). You will be 100% vested at the time of enrollment.  

You will become a participant in the Woodward Stock Plan (the Company contributes 5% of eligible wages on your behalf) upon your date of hire and will be immediately vested.

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

Pre-move house hunting trip for you and your spouse

Moving of household goods

Final move expenses

Temporary housing in Fort Collins

Assistance in the sale of your home

Closing costs on your new home

The successful completion of a pre-employment drug screen

The position being in existence at the time of your established start date

No evidence of false or misleading information on your application or subsequent information you provide

The successful completion of a background check and Restricted Party Screening