Summary of Executive Officer Compensation

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 Mr. Thomas A. Gendron, the President and Chief Executive Officer of the Company, Mr. Robert F. Weber, Jr., Chief Financial Officer and Treasurer of the Company, and each of the other three most highly compensated executive officers of the Company other than the Chief Executive Officer and the Chief Financial Officer named below (collectively, the “Named Executive Officers”), for fiscal year 2008, are as follows:

Name and Principal Positions		Base Salary
Thomas A. Gendron, President and Chief Executive Officer		$	650,000
Robert F. Weber, Jr., Chief Financial Officer and Treasurer		$	328,000
Gerhard Lauffer, Group Vice President, Electrical Power Systems		$	320,000
Dennis Benning, Group Vice President, Engine Systems		$	296,000
Martin V. Glass, Group Vice President, Turbine Systems		$	300,000

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 2008 for each of our Named 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
Mr. Gendron			30, 75 & 150	%
Mr. Weber			22, 55 & 110	%
Mr. Lauffer			20, 50 & 100	%
Mr. Benning			20, 50 & 100	%
Mr. Glass			20, 50 & 100	%

     For fiscal 2008, the performance objectives were determined to be: (1) earnings per share (EPS) (GAAP); and (2) total Company returns on invested assets (ROIA, meaning EPS divided by our invested assets).

     Threshold customarily is established at the EPS results achieved by us in the preceding fiscal year, which for fiscal year 2007 was $2.87. The ROIA metrics are set based on profit planning goals.

Long Term Incentive Plan Awards under the 2006 Plan

Stock Option Awards

     The annual awards of options to purchase shares of Common Stock of the Company relating to fiscal year 2008, granted on November 16, 2007 with an exercise price of $65.46 per share, under the 2006 Plan to each of the Other Executive Officers are as follows:

		Number of
Name of Executive Officer		Shares
Mr. Gendron			45,000
Mr. Weber			13,000
Mr. Lauffer			13,000
Mr. Benning			13,000
Mr. Glass			13,000

     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 2008-1010 for each Name 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			25	%
Benning			25	%
Glass			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 Named 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.

     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 Named 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.

     Messrs Gendron and Weber have been provided company cars and Messrs Weber, Benning and Glass have been provided with country club memberships.

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.