UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2015
MOOG INC.
(Exact name of registrant as specified in its charter)
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New York | | 1-5129 | | 16-0757636 |
(State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
of Incorporation) | | File Number) | | Identification No.) |
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East Aurora, New York | | 14052-0018 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (716) 652-2000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 17, 2015, the Board of Directors approved the Moog Inc. 2016 Management Short Term Incentive Plan (the "Plan") and the Class A and Class B Common Stock Appreciation Rights and Restricted Stock Unit Award Agreements. A copy of the Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of each of the Class A and Class B Common Stock Appreciation Rights and Restricted Stock Unit Award Agreements are attached hereto as Exhibits 10.2, 10.3 10.4 and 10.5, respectively, and incorporated herein by reference.
Further, on November 17, 2015, Moog Inc. (the “Company”) amended the Moog Inc. Supplemental Retirement Plan (amended and restated, effective January 1, 2013) (the “SERP”) to clarify meanings related to bonus compensation ("Amendment 2").
The foregoing description of Amendment 2 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment 2, which is attached hereto as Exhibit 10.6 and incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits |
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10.1 | Moog Inc. 2016 Management Short Term Incentive Plan. |
10.2 | Form of Stock Appreciation Rights Agreement, Class A Common Stock, under 2014 Long Term Incentive Plan. |
10.3 | Form of Stock Appreciation Rights Agreement, Class B Common Stock, under 2014 Long Term Incentive Plan. |
10.4 | Form of Restricted Stock Unit Award Agreement, Class A Common Stock, under 2014 Long Term Incentive Plan. |
10.5 | Form of Restricted Stock Unit Award Agreement, Class B Common Stock, under 2014 Long Term Incentive Plan. |
10.6 | 2nd Amendment to the Moog Inc. Supplemental Retirement Plan, as amended and restated, effective January 1, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | MOOG INC. |
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Dated: | November 20, 2015 | By: | /s/ Jennifer Walter |
| | Name: | Jennifer Walter |
| | | Controller |
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EXHIBIT INDEX
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Exhibit | Description |
10.1 | Moog Inc. 2016 Management Short Term Incentive Plan. |
10.2 | Form of Stock Appreciation Rights Agreement, Class A Common Stock, under 2014 Long Term Incentive Plan. |
10.3 | Form of Stock Appreciation Rights Agreement, Class B Common Stock, under 2014 Long Term Incentive Plan. |
10.4 | Form of Restricted Stock Unit Award Agreement, Class A Common Stock, under 2014 Long Term Incentive Plan. |
10.5 | Form of Restricted Stock Unit Award Agreement, Class B Common Stock, under 2014 Long Term Incentive Plan. |
10.6 | 2nd Amendment to the Moog Inc. Supplemental Retirement Plan, as amended and restated, effective January 1, 2013. |
MOOG INC.
SHORT TERM INCENTIVE PLAN
Effective October 4, 2015
Purpose
The purpose of this Moog Inc. Management Short Term Incentive Plan (the “Plan”) is to attract, motivate and retain highly qualified executives serving on the management team of Moog Inc. (the “Company”), and to reward them according to the success of the Company by paying them annual cash bonuses (“Bonuses”) contingent on Company performance.
General
This Plan supersedes all prior short-term incentive plans. The senior management team of the Company has full discretion to interpret, amend or modify the Plan at its sole discretion, with the exception of the application of the Plan to executive officers of the Company, which rests with the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company. Notwithstanding the formula described below for determining the amount of Bonus awards, the determination to make an award under the Plan and, if made, its allocation, are discretionary. Further, any payments to executive officers under the Plan are subject to approval by the Committee.
Plan Year
“Plan Year” refers to the fiscal year of the Company.
Eligibility
A Company employee is eligible to participate in the Plan and receive a Bonus for a Plan Year if the employee:
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• | is employed in an “eligible position,” that is, as a Company officer or in a management level position determined to be in one of the designated E1-E4 Management Tiers; |
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• | is employed in an eligible position at the start of the Plan Year, or is hired or promoted into an eligible position during the Plan Year; and |
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• | except as described below, is employed in an eligible position as a full-time employee on the date payment of the Bonus for a Plan Year is to be made. |
Partial Service
The following rules will apply to employees who are employed in an eligible position for only a portion of the Plan Year. In foreign jurisdictions (i.e. outside of the United States of America) modification may be necessary to comply with local laws:
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• | New Hires/Promotions. An employee who is hired into or promoted into an eligible position during the Plan Year will be eligible to receive a prorated amount of any Bonus earned, based on the number of full months of employment in an eligible position during the Plan Year. |
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• | Retirement. An eligible employee who retires during the Plan Year will be eligible to receive a prorated amount of any Bonus earned, based on the number of full months of employment in an eligible position during the Plan Year, without regard to the requirement that the employee be employed on the payment date. Where retirement occurs before the end of a fiscal year, the employee will receive a prorated bonus based on the number of completed months worked during that year. An employee will be considered a “Retiree” if when at the date on which employment terminates they are at least age 55 and have completed at least 15 years of service or are aged 65 or over. |
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• | Disability. An eligible employee who receives long-term disability (“LTD”) payments during a Plan Year under a Company LTD Plan or policy will receive a prorated amount of any Bonus earned during the year. Any Bonus payment earned will be reduced, based on the number of full months the employee is absent on LTD leave during the Plan Year. LTD leave generally begins after six months of short term disability leave. An eligible employee will receive employment credit under the Plan while on short term disability leave. |
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• | Leave of Absence. An eligible employee on a Company-approved leave of absence (other than disability leave) that exceeds 90 days will be considered eligible only for the first 90 days of the leave for purposes of calculating Bonus payments. |
Separate Agreement
An eligible employee’s right to a Bonus under this Plan may be superseded by the terms of a separate agreement between the Company and the employee that precludes payment of a Bonus for a Plan Year under certain circumstances or upon the occurrence of certain events.
Bonus Determinations
Bonuses will be based on both (a) the Company’s year over year percentage improvement in diluted earnings per share (“EPS”), and (b) free cash flow conversion (“FCF”). Subject to a maximum payment cap, the Bonus amount payable to any eligible employee is determined by multiplying the eligible employee’s base salary by the sum of the following: (i) the product of the percentage growth in the Company’s EPS for the Plan Year and a multiplier based on the employee’s position, plus (ii) the product of actual FCF performance for the Plan Year and a multiplier based on the employee’s position, as expressed in the following formula:
Base Salary x [(% Increase in EPS x EPS Growth Multiplier) + (Actual % FCF performance x FCF Multiplier)] = Bonus
The multipliers used in the formula are shown below:
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Management Tiers | EPS Growth Multiplier | FCF Multiplier | Maximum Payment Cap (% Base Salary) |
E4 | 2.25 | 0.075 | 60% |
E3 | 1.00 | 0.033 | 35% |
E2 | 0.75 | 0.025 | 30% |
E1 | 0.50 | 0.017 | 25% |
The EPS element is a straight multiple of growth, while the FCF element increases or decreases in line with FCF performance above or below 100%. Any change to this FCF percentage will be established by the Company each year within 90 days of the beginning of the Plan Year. All Management Tiers will have a maximum payment cap based on a percentage of base salary.
Base salary means the annualized base rate of pay as of September 30 of the Plan Year, prior to any annual salary increase for the following fiscal year. Subject to adjustment based on local law, base salary does not included bonuses, family allowances, meal allowances, vacation pay premiums, company car allowances and other perquisites of employment.
The Bonus formula, including multipliers, payment caps and performance goals, may be adjusted [within 90 days of the beginning of any Plan Year] at the discretion of the Committee.
Time and Form of Payment
Any Bonuses payable with respect to a Plan Year will be paid in a lump sum cash payment following the end of the Plan Year. Payments will typically be made in December, but in any event will be made no later than March 15 following the end of the Plan Year.
Miscellaneous
Plan terms for employees in foreign jurisdictions are subject to modification as necessary to comply with local laws.
Bonuses payable under the Plan are subject to any required federal, state, local, foreign and other applicable taxes and withholdings.
The Plan will be governed by and construed in accordance with the laws of the State of New York without regard to principles of choice of laws.
Nothing in the Plan confers upon any employee or other person any rights with respect to the continuation of employment by the Company or interferes in any way with the right of the Company at any time to terminate such employment or to increase or decrease the compensation payable to the employee from the rate in effect at the commencement of a fiscal year or to otherwise modify the terms of the employee’s employment.
The Company reserves the right to amend any provision or terminate the Plan at any time and for any reason, with or without notice.
The Plan and all Bonuses awarded under the Plan are subject to all applicable policies of the Company, including any recoupment or clawback policy, as may exist from time to time.
031407.00003 Business 14352415v3
MOOG INC. 2014 LONG TERM INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”), dated as of , 20 , is between MOOG INC. a New York corporation with a corporate office at 400 Jamison Road, East Aurora, New York 14052 (“Moog” and, together with its Subsidiaries, the “Company”), and , an employee of the Company (the “Employee”).
WHEREAS, the Company wishes to provide the Employee with an incentive to continue in the service of the Company and to acquire a meaningful, significant and growing proprietary interest in Moog by providing him or her with the opportunity to own Common Stock of Moog;
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement, the Employee and the Company hereby agree as follows:
1.Grant of SARs.
The Company hereby grants to the Employee an Award of Stock Appreciation Rights (“SARs”), as specified below, subject to the terms and conditions of this Agreement, Appendix A, and the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”), which is incorporated into and made a part of this Agreement by reference.
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Date of Grant: | , 20 |
Total Number of SARs Granted: | |
Class of Shares Covered: | Class A Common Stock of the Company |
Exercise Price Per SAR: | $ |
Expiration Date: | , 20 |
Vesting Schedule: | SARs covered by this Notice vest and become exercisable ratably over three years. |
Unless otherwise defined in this Agreement, the terms used in this Agreement have the meanings given them in the Plan.
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 1
2. Exercise Price.
This Award entitles the Employee to exercise the SARs in exchange for shares of Class A Common Stock of the Company (“Shares”) in the amount determined under Section 8 below. The Exercise Price set forth in Section 1 for each SAR granted under this Award is the Fair Market Value of a Share of the Class A Common Stock on the Date of Grant. Fair Market Value for purposes of this Section is the closing price per share of the Class A Common Stock on the national securities exchange on which it is traded on the last trading day immediately preceding the Date of Grant, or as otherwise provided in Section 2(p) of the Plan.
3. Vesting.
(a) General Rule. The SARs subject to this Award will vest and become exercisable in accordance with the schedule shown in Section 1 above, subject to the provisions of Sections 5, 6, and 7 below.
(b) Employment Requirement. SARs scheduled to vest on a certain date, or upon the occurrence of certain conditions as provided in Sections 6 and 7, will not vest in the Employee unless the Employee has been continuously employed by the Company from the Date of Grant through the vesting date.
4. Term of SARs.
All unexercised SARs granted under this Award will expire on the tenth anniversary of the Date of Grant, subject to earlier termination as provided in the Plan and this Agreement.
5. Committee Discretion.
The Committee, in its discretion, may accelerate the vesting and exercisability of all or any portion of the unvested SARs at any time, subject to the terms of the Plan.
6. Effect of Termination of Employment.
If the Employee terminates employment with the Company before all of the SARs granted under this Award have vested and been exercised, subject to Section 4, the following vesting and expiration provisions will apply:
(a) General Rule: Termination Before Age 65. Unless otherwise provided below, on the termination of the Employee’s employment before age 65:
(i) SARs that have vested and are exercisable at the time of the termination will remain exercisable for a period of 90 days after the termination date, at which time they will expire; and
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 2
(ii) SARs that have not vested and are not exercisable at the time of termination will expire on the close of business on the termination date.
(b) Terminations On or After Age 65: Retirement, Resignation, Involuntary Termination without Cause. On the termination of the Employee’s employment on or after age 65 for any reason (including retirement, resignation and involuntary termination without Cause) other than for Cause, to the extent the SARs have not previously expired, all of the SARs granted under this Award will immediately become 100% vested and exercisable, and all SARs will remain exercisable for a period of 24 months after the termination date, at which time they will expire. For the avoidance of doubt, if the Employee retires before age 65, the retirement will not result in accelerated vesting of any unvested SARs, and the SARs will expire in accordance with subsection (a) above.
(c) Termination on Account of Death or Disability. Notwithstanding the general rule in subsection (a) above, on the termination of the Employee’s employment due to death or Disability, whether before or after age 65, to the extent the SARs have not previously expired, all of the SARs granted under this Award will immediately become 100% vested and exercisable, and all SARs will remain exercisable for a period of 24 months after the termination date, at which time they will expire.
(d) Termination for Cause. Notwithstanding the general rule in subsection (a) above, if the Employee’s employment is terminated for Cause, all vested and unvested SARs will expire as of the commencement of business on the termination date.
7. Effect of Change in Control.
Upon the occurrence of a Change in Control, to the extent they have not previously expired, all of the SARs granted under this Award will immediately become 100% vested and exercisable. Notwithstanding the general rule in Section 6(a), if the Employee’s employment is terminated within 12 months following a Change in Control, subject to the provisions of Section 12(a) of the Plan, all of the SARs will remain exercisable for a period of 24 months after the termination date, at which time they will expire.
8. Exercise of SARs.
(a) In General. 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 300 SARs (unless the exercise is for the entire remaining vested portion of this Award). The partial exercise of this Award will not cause the expiration, termination or cancellation of the remaining portion. The SARs may be exercised by delivering written notice signed by the Employee (or notice through another previously approved method, such as a web-based or e-mail system) to the Company’s principal office, to the attention of its Treasurer (or the Treasurer’s designee) no more than ten business days in advance of the effective date of the proposed exercise. The notice must specify the number of SARs being exercised and the effective date of the exercise. If notice is provided in advance, the business day specified as the exercise date in the notice will be deemed the
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 3
exercise date. If the exercise date is intended to be the same as the notice date, the notice must be received before the official close of the national securities exchange market on with the Shares are primarily traded. If notice is received after the official close of the national securities exchange for the date specified as the exercise date, the following business day will be deemed the exercise date.
(b) Exercise Following Death. In the event of the Employee’s death, all remaining SARs may be exercised at any time before the expiration or termination of the SARs by the executors or administrators of the Employee’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 23 of the Plan are satisfied.
9. Benefit Upon Exercise.
Upon exercising all or any portion of this Award, the Employee will receive Shares of Class A Common Stock equal in value to: the number of SARs exercised, multiplied by the excess of (i) the Fair Market Value of a Share 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 on the exercise date to determine the number of Shares that the Employee will receive on exercise, subject to any withholding of Shares in accordance with Section 10 of this Agreement. Fractional Share amounts will be settled in cash. The Shares payable in settlement of all or any portion of this Award will be issued as soon as practicable following the exercise date of the SARs. For purposes of this Section, the Fair Market Value of a Share on the exercise date will be the closing price per share of the Class A Common Stock on the national securities exchange on which it is traded on the last trading day immediately preceding the exercise date, or as otherwise provided in Section 2(p) of the Plan.
10. Tax Withholding.
As a condition of this Award, the Employee agrees to pay or make arrangements for the payment to the Company of the amount of any and all federal, state and local income and employment taxes that the Company determines it 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. Unless the Executive Compensation Committee determines otherwise, in its sole discretion, or the Employee elects to make a cash payment to the Company in an amount sufficient to satisfy the withholding requirement the Company will satisfy the withholding requirement in accordance with Section 18 of the Plan by withholding from delivery to the Employee, Shares having a value equal to the minimum amount of tax required to be withheld. Any tax withholding above the minimum amount of tax required to be withheld must be paid in cash by the Employee. The Company will provide procedures for Employees electing to make a cash payment to satisfy the withholding requirement.
11. No Obligation to Exercise.
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 4
The grant of this Award to the Employee imposes no obligation upon the Employee to exercise any SARs.
12. Rights as Shareholder.
Neither the Employee nor any transferee has any rights as a shareholder with respect to any Shares covered by or relating to this Award until the date the Employee or transferee becomes the holder of record of the Shares.
13. Additional Conditions to Issuance of Stock.
(a) Compliance with Laws and Regulations. The Company is not obligated to issue or deliver any certificates evidencing Shares under this Award unless and until the Company is advised by its counsel that the issuance and delivery of the certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which Shares are listed.
(b) Restrictions on Transferability. The stock certificates evidencing the Shares issued under the SARs may include one or more legends that set forth such restrictions on transferability as may apply to the Shares under this Agreement and the Plan. Alternatively, such restrictions may be enforced through such other methods as may be determined by the Company in its sole discretion, including by restrictions on electronic transfers from accounts.
14. Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to SARs awarded under the Plan or any future awards under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
15. Agreement Severable.
If any provision in this Agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
16. 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.
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 5
17. Non-Transferability.
Except as otherwise provided in Section 7(f) 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 Employee’s lifetime only by the Employee.
18. 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 the Agreement.
19. Tax Consequences.
The Employee acknowledges that this Award will have tax consequences to the Employee and that any and all such tax consequences are the sole responsibility of the Employee. The Employee should consult a tax adviser before accepting this Award or disposing of any Shares.
20. Risks.
The Employee is advised that the value of the SARs and the Shares acquired under the SARs will fluctuate as the trading price of the Shares fluctuates. The Employee exclusively accepts all risks associated with a decline in the market price of the Shares and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, the Employee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, the Employee for such purpose.
21. Effect of Agreement.
The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with its terms and provisions (and has had an opportunity to obtain advice regarding this Award), and accepts this Award and agrees to be bound by its contractual terms as set forth in this Agreement and in the Plan. The Employee agrees to accept as binding, conclusive and final all decisions and interpretations of the Executive Compensation Committee regarding any questions relating to this Award. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time in accordance with its terms. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan will prevail. Modifications to this Agreement may be made only in a written agreement executed by a duly authorized officer of the Company. The Employee agrees at all times to abide by, and acknowledges that this Award is subject to, all applicable policies of the Company, including the Company’s insider trading policies and any recoupment or clawback policy, as may exist from time to time.
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 6
22. No Right to Employment.
The Employee acknowledges that nothing in the Plan or this Agreement confers upon the Employee 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 Employee’s employment or to increase or decrease the Employee’s compensation.
23. Data Privacy.
It is a condition of participation in the Plan and acceptance of this Award that the Employee acknowledges and explicitly consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Company holds certain personal information about the Employee, including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any awards granted, cancelled, purchased, vested, unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Employee’s Award under the Plan and this Agreement (“Personal Data”). The Employee understands that the Company will transfer Personal Data to any third parties assisting the Company in the implementation, administration and management of the Employee’s SARs. These recipients may be located in the United States or elsewhere. The Employee authorizes them to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s SARs. The Employee may, at any time, review Personal Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Employee’s ability to participate in the Plan and receive Shares upon exercise of the SARs.
24. Appendix A: Non-U.S. Employees.
Notwithstanding any other provision in this Agreement, with respect to any Employee residing in or relocating to a country other than the United States, the SARs Award under this Agreement will be subject to such other special terms and conditions set forth for that country in the attached Appendix A as the Company determines necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 7
This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which together constitute one document.
MOOG INC.
By:
(Signature)
Name:
Title:
EMPLOYEE:
By:
(Signature)
Name:
APPENDIX A
ADDITIONAL TERMS AND CONDITIONS OF THE
MOOG INC. STOCK APPRECIATION RIGHTS AWARD AGREEMENT
NON-U.S. EMPLOYEES
Terms and Conditions
This Appendix A includes special terms and conditions applicable to the Employee if the Employee resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement.
Canada
Termination of Employment. For purposes of Section 6, the date of the Employee’s termination of employment will be the date of termination specified in the written termination notification from the Company. Neither any period of notice nor any payment in lieu thereof upon termination of employment will be considered as extending the period of employment for the purposes of this Plan.
Germany
Under review by local attorney.
Netherlands
Under review by local attorney.
United Kingdom
No Right to Future Participation. Participation in the Plan and acceptance of this Award does not (a) confer upon the Employee any right to participate in the Plan at any time in the future either at all or on any particular basis; or (b) afford to the Employee any additional right to compensation on the termination of his or her employment which would not have existed had the Plan not existed. Accordingly, the Employee will waive any rights to compensation or damages in consequence of the termination of his or her employment with the Company for any reason whatsoever insofar as these rights arise or may arise from him or her ceasing to have rights under or be entitled to any Award under the Plan as a result of such termination or from the loss or diminution in value of such rights and/or entitlements, notwithstanding any provision to the contrary in his or her contract of employment.
Moog 2014 LTI Plan – SAR A Share Award Agreement – Page - 8
MOOG INC. 2014 LONG TERM INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”), dated as of , 20 , is between MOOG INC. a New York corporation with a corporate office at 400 Jamison Road, East Aurora, New York 14052 (“Moog” and, together with its Subsidiaries, the “Company”), and , an employee of the Company (the “Employee”).
WHEREAS, the Company wishes to provide the Employee with an incentive to continue in the service of the Company and to acquire a meaningful, significant and growing proprietary interest in Moog by providing him or her with the opportunity to own Common Stock of Moog;
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement, the Employee and the Company hereby agree as follows:
1.Grant of SARs.
The Company hereby grants to the Employee an Award of Stock Appreciation Rights (“SARs”), as specified below, subject to the terms and conditions of this Agreement, Appendix A, and the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”), which is incorporated into and made a part of this Agreement by reference.
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Date of Grant: | , 20 |
Total Number of SARs Granted: | |
Class of Shares Covered: | Class B Common Stock of the Company |
Exercise Price Per SAR: | $ |
Expiration Date: | , 20 |
Vesting Schedule: | SARs covered by this Notice vest and become exercisable ratably over three years. |
Unless otherwise defined in this Agreement, the terms used in this Agreement have the meanings given them in the Plan.
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 1
2. Exercise Price.
This Award entitles the Employee to exercise the SARs in exchange for shares of Class B Common Stock of the Company (“Shares”) in the amount determined under Section 8 below. The Exercise Price set forth in Section 1 for each SAR granted under this Award is the Fair Market Value of a Share of the Class B Common Stock on the Date of Grant. Fair Market Value for purposes of this Section is the average selling price per share of the Class B Common Stock on the national securities exchange on which it is traded during the 10 calendar day period after the Date of Grant, determined by calculating the arithmetic mean of the selling prices on all trading days during the 10 day period, or as otherwise provided in Section 2(p) of the Plan.
3. Vesting.
(a) General Rule. The SARs subject to this Award will vest and become exercisable in accordance with the schedule shown in Section 1 above, subject to the provisions of Sections 5, 6, and 7 below.
(b) Employment Requirement. SARs scheduled to vest on a certain date, or upon the occurrence of certain conditions as provided in Sections 6 and 7, will not vest in the Employee unless the Employee has been continuously employed by the Company from the Date of Grant through the vesting date.
4. Term of SARs.
All unexercised SARs granted under this Award will expire on the tenth anniversary of the Date of Grant, subject to earlier termination as provided in the Plan and this Agreement.
5. Committee Discretion.
The Committee, in its discretion, may accelerate the vesting and exercisability of all or any portion of the unvested SARs at any time, subject to the terms of the Plan.
6. Effect of Termination of Employment.
If the Employee terminates employment with the Company before all of the SARs granted under this Award have vested and been exercised, subject to Section 4, the following vesting and expiration provisions will apply:
(a) General Rule: Termination Before Age 65. Unless otherwise provided below, on the termination of the Employee’s employment before age 65:
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 2
(i) SARs that have vested and are exercisable at the time of the termination will remain exercisable for a period of 90 days after the termination date, at which time they will expire; and
(ii) SARs that have not vested and are not exercisable at the time of termination will expire on the close of business on the termination date.
(b) Terminations On or After Age 65: Retirement, Resignation, Involuntary Termination without Cause. On the termination of the Employee’s employment on or after age 65 for any reason (including retirement, resignation and involuntary termination without Cause) other than for Cause, to the extent the SARs have not previously expired, all of the SARs granted under this Award will immediately become 100% vested and exercisable, and all SARs will remain exercisable for a period of 24 months after the termination date, at which time they will expire. For the avoidance of doubt, if the Employee retires before age 65, the retirement will not result in accelerated vesting of any unvested SARs, and the SARs will expire in accordance with subsection (a) above.
(c) Termination on Account of Death or Disability. Notwithstanding the general rule in subsection (a) above, on the termination of the Employee’s employment due to death or Disability, whether before or after age 65, to the extent the SARs have not previously expired, all of the SARs granted under this Award will immediately become 100% vested and exercisable, and all SARs will remain exercisable for a period of 24 months after the termination date, at which time they will expire.
(d) Termination for Cause. Notwithstanding the general rule in subsection (a) above, if the Employee’s employment is terminated for Cause, all vested and unvested SARs will expire as of the commencement of business on the termination date.
7. Effect of Change in Control.
Upon the occurrence of a Change in Control, to the extent they have not previously expired, all of the SARs granted under this Award will immediately become 100% vested and exercisable. Notwithstanding the general rule in Section 6(a), if the Employee’s employment is terminated within 12 months following a Change in Control, subject to the provisions of Section 12(a) of the Plan, all of the SARs will remain exercisable for a period of 24 months after the termination date, at which time they will expire.
8. Exercise of SARs.
(a) In General. 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 300 SARs (unless the exercise is for the entire remaining vested portion of this Award). The partial exercise of this Award will not cause the expiration, termination or cancellation of the remaining portion. The SARs may be exercised by delivering written notice signed by the Employee (or notice through another previously approved method, such as a web-based or e-mail system) to the Company’s
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 3
principal office, to the attention of its Treasurer (or the Treasurer’s designee) no more than ten business days in advance of the effective date of the proposed exercise. The notice must specify the number of SARs being exercised and the effective date of the exercise. If notice is provided in advance, the business day specified as the exercise date in the notice will be deemed the exercise date. If the exercise date is intended to be the same as the notice date, the notice must be received before the official close of the national securities exchange market on with the Shares are primarily traded. If notice is received after the official close of the national securities exchange for the date specified as the exercise date, the following business day will be deemed the exercise date.
(b) Exercise Following Death. In the event of the Employee’s death, all remaining SARs may be exercised at any time before the expiration or termination of the SARs by the executors or administrators of the Employee’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 23 of the Plan are satisfied.
9. Benefit Upon Exercise.
Upon exercising all or any portion of this Award, the Employee will receive Shares of Class B Common Stock equal in value to: the number of SARs exercised, multiplied by the excess of (i) the Fair Market Value of a Share 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 on the exercise date to determine the number of Shares that the Employee will receive on exercise, subject to any withholding of Shares in accordance with Section 10 of this Agreement. Fractional Share amounts will be settled in cash. The Shares payable in settlement of all or any portion of this Award will be issued as soon as practicable following the exercise date of the SARs. For purposes of this Section, the Fair Market Value of a Share on the exercise date will be the average selling price per Share on the national securities exchange on which it is traded during the 10 calendar day period immediately preceding the exercise date, determined by calculating the arithmetic mean of the selling prices on all trading days during the 10 day period, or as otherwise provided in Section 2(p) of the Plan.
10. Tax Withholding.
As a condition of this Award, the Employee agrees to pay or make arrangements for the payment to the Company of the amount of any and all federal, state and local income and employment taxes that the Company determines it 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. Unless the Executive Compensation Committee determines otherwise, in its sole discretion, or the Employee elects to make a cash payment to the Company in an amount sufficient to satisfy the withholding requirement, notwithstanding Section 13(c), the Company will satisfy the withholding requirement in accordance with Section 18 of the Plan by withholding from delivery to the Employee, Shares having a value equal to the minimum amount of tax required to be withheld. Any tax withholding above the minimum amount of tax required to be withheld must
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 4
be paid in cash by the Employee. The Company will provide procedures for Employees electing to make a cash payment to satisfy the withholding requirement.
11. No Obligation to Exercise.
The grant of this Award to the Employee imposes no obligation upon the Employee to exercise any SARs.
12. Rights as Shareholder.
Neither the Employee nor any transferee has any rights as a shareholder with respect to any Shares covered by or relating to this Award until the date the Employee or transferee becomes the holder of record of the Shares.
13. Additional Conditions to Issuance of Stock.
(a) Compliance with Laws and Regulations. The Company is not obligated to issue or deliver any certificates evidencing Shares under this Award unless and until the Company is advised by its counsel that the issuance and delivery of the certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which Shares are listed.
(b) Right of First Refusal. The Employee acknowledges and agrees that the Shares issued on exercise of the SARs are subject to repurchase under a right of first refusal in favor of the Company or any assignee of the Company, as set forth in the Company’s Right of First Refusal Policy as it may be amended from time to time (the “First Refusal Policy”). The repurchase of Shares under the First Refusal Policy may be effected by the payment to the Employee, or to the Employee’s beneficiary or estate, as the case may be, of the value of the Shares as determined under the First Refusal Policy, a copy of which has been provided to the Employee.
(c) Holding Period for Shares. The Employee acknowledges and agrees that the Shares issued on exercise of the SARs are subject to a holding period requirement whereby the Employee (or the Employee’s beneficiary or estate, as the case may be) may not sell or otherwise dispose of the Shares until six months following the date of issuance of the Shares.
(d) Restrictions on Transferability. The stock certificates evidencing the Shares issued under the SARs may include one or more legends that set forth such restrictions on transferability as may apply to the Shares under this Agreement and the Plan. Alternatively, such restrictions may be enforced through such other methods as may be determined by the Company in its sole discretion, including by restrictions on electronic transfers from accounts.
14. Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to SARs awarded under the Plan or any future awards under the Plan by electronic means or
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 5
request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
15. Agreement Severable.
If any provision in this Agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
16. 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.
17. Non-Transferability.
Except as otherwise provided in Section 7(f) 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 Employee’s lifetime only by the Employee.
18. 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 the Agreement.
19. Tax Consequences.
The Employee acknowledges that this Award will have tax consequences to the Employee and that any and all such tax consequences are the sole responsibility of the Employee. The Employee should consult a tax adviser before accepting this Award or disposing of any Shares.
20. Risks.
The Employee is advised that the value of the SARs and the Shares acquired under the SARs will fluctuate as the trading price of the Shares fluctuates. The Employee exclusively accepts all risks associated with a decline in the market price of the Shares and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, the Employee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, the Employee for such purpose.
21. Effect of Agreement.
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 6
The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with its terms and provisions (and has had an opportunity to obtain advice regarding this Award), and accepts this Award and agrees to be bound by its contractual terms as set forth in this Agreement and in the Plan. The Employee agrees to accept as binding, conclusive and final all decisions and interpretations of the Executive Compensation Committee regarding any questions relating to this Award. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time in accordance with its terms. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan will prevail. Modifications to this Agreement may be made only in a written agreement executed by a duly authorized officer of the Company. The Employee agrees at all times to abide by, and acknowledges that this Award is subject to, all applicable policies of the Company, including the Company’s insider trading policies and any recoupment or clawback policy, as may exist from time to time.
22. No Right to Employment.
The Employee acknowledges that nothing in the Plan or this Agreement confers upon the Employee 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 Employee’s employment or to increase or decrease the Employee’s compensation.
23. Data Privacy.
It is a condition of participation in the Plan and acceptance of this Award that the Employee acknowledges and explicitly consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Company holds certain personal information about the Employee, including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any awards granted, cancelled, purchased, vested, unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Employee’s Award under the Plan and this Agreement (“Personal Data”). The Employee understands that the Company will transfer Personal Data to any third parties assisting the Company in the implementation, administration and management of the Employee’s SARs. These recipients may be located in the United States or elsewhere. The Employee authorizes them to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s SARs. The Employee may, at any time, review Personal Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Employee’s ability to participate in the Plan and receive Shares upon exercise of the SARs.
24. Appendix A: Non-U.S. Employees.
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 7
Notwithstanding any other provision in this Agreement, with respect to any Employee residing in or relocating to a country other than the United States, the SARs Award under this Agreement will be subject to such other special terms and conditions set forth for that country in the attached Appendix A as the Company determines necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which together constitute one document.
MOOG INC.
By:
(Signature)
Name:
Title:
EMPLOYEE:
By:
(Signature)
Name:
APPENDIX A
ADDITIONAL TERMS AND CONDITIONS OF THE
MOOG INC. STOCK APPRECIATION RIGHTS AWARD AGREEMENT
NON-U.S. EMPLOYEES
Terms and Conditions
This Appendix A includes special terms and conditions applicable to the Employee if the Employee resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement.
Canada
Termination of Employment. For purposes of Section 6, the date of the Employee’s termination of employment will be the date of termination specified in the written termination notification from the Company. Neither any period of notice nor any payment in lieu thereof upon termination of employment will be considered as extending the period of employment for the purposes of this Plan.
Germany
Under review by local attorney.
Netherlands
Under review by local attorney.
United Kingdom
No Right to Future Participation. Participation in the Plan and acceptance of this Award does not (a) confer upon the Employee any right to participate in the Plan at any time in the future either at all or on any particular basis; or (b) afford to the Employee any additional right to compensation on the termination of his or her employment which would not have existed had the Plan not existed. Accordingly, the Employee will waive any rights to compensation or damages in consequence of the termination of his or her employment with the Company for any reason whatsoever insofar as these rights arise or may arise from him or her ceasing to have rights under or be entitled to any Award under the Plan as a result of such termination or from the loss or diminution in value of such rights and/or entitlements, notwithstanding any provision to the contrary in his or her contract of employment.
031407.00003 Business 14061779v8
Moog 2014 LTI Plan – SAR B Share Award Agreement – Page - 8
MOOG INC. 2014 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 20 (the “Grant Date”), is between MOOG INC. a New York corporation with a corporate office at 400 Jamison Road, East Aurora, New York 14052 (“Moog” and, together with its Subsidiaries, the “Company”), and , an employee of the Company (the “Employee”).
WHEREAS, the Company wishes to provide the Employee with an incentive to continue in the service of the Company and to acquire a meaningful, significant and growing proprietary interest in Moog by providing him or her with the opportunity to own Common Stock of Moog;
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement, the Employee and the Company hereby agree as follows:
1.Grant of RSUs.
The Company hereby grants to the Employee an Award of Restricted Stock Units (“RSUs”). This Award represents the right to receive shares of Class A Common Stock of the Company, subject to the fulfillment of the vesting and performance requirements and other terms and conditions set forth in this Agreement, the attached Appendices A and B, and the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”), which is incorporated into and made a part of this Agreement by reference.
Unless otherwise defined in this Agreement, the terms used in this Agreement have the meanings given them in the Plan.
2. Earned and Vested Shares; Settlement.
(a) Right to Receive Shares. The number of RSUs granted under this Agreement (the “Target Number of RSUs”) represents a target number of Shares that may be earned, based upon satisfaction of the target performance goals as set forth in Appendix A (“Performance Goals”). The actual number of RSUs earned and vested may be greater or less than the Target Number of RSUs, or even zero, and will be determined based on the Company’s actual performance level achieved in accordance with Appendix A. Each earned and vested RSU represents the right to receive one share of Class A Common Stock of the Company (a “Share”) on the applicable settlement date. Unless and until the RSUs have vested, the Employee will have no right to payment of any such RSUs.
(b) Earning and Vesting. The RSUs granted under this Agreement will vest on the last day of the Performance Period designated for this Award, subject to achievement of the Performance Goals set forth in Appendix A and to the provisions of Sections 3 and 4 below. The “Performance Period” for this Award is the three-year period set forth in Appendix A that begins on the first day of the fiscal year in which the grant is made (“Beginning Date”) and ends on the last day of the fiscal year that is closest to September 30 of the third fiscal year following the Beginning Date (the “End Date”). The actual number of RSUs earned as of the End Date will be based upon the performance level achieved with respect to the Performance Goals and will be determined by multiplying the Target Number of RSUs by the Payout Percentage achieved in accordance with Appendix A. The Performance Goals are based upon the performance of the Company during the designated Performance Period. For Covered Employees, the RSUs granted under this Agreement are intended to be Performance-Based Awards that qualify as Qualified Performance-Based Compensation under Section 11 of the Plan.
(c) Employment Requirement; Forfeiture. Unless otherwise provided in Sections 3 and 4, (i) RSUs will not vest in the Employee unless the Employee has been continuously employed by the Company from the Grant Date through the End Date, and (ii) all RSUs that have not been earned as of the End Date, because the Performance Goals established in Appendix A have not been satisfied with respect to the Performance Period, will be forfeited on the close of business on the End Date.
(d) Settlement. Subject to Section 3, as soon as practicable following the End Date of the Performance Period, the Company will issue to the Employee (or to his or her beneficiary or estate, as the case may be) on the applicable settlement date, one whole Share for each earned RSU not previously forfeited or terminated. Issuance of the Shares will be subject to Sections 5 and 8 below.
(e) Value of Shares Issued. For tax purposes, the Fair Market Value of the Shares issued to the Employee will be based on the closing price per share of the Class A Common Stock on the national securities exchange on which it is traded on the last trading day immediately preceding the settlement date, or as otherwise provided in Section 2(p) of the Plan.
3. Effect of Termination of Employment.
(a) Terminations Before End Date. If the Employee terminates employment with the Company before the End Date of the Performance Period, the following vesting and forfeiture provisions will apply:
(i) General Rule. Unless otherwise provided below, if the Employee’s employment with the Company is terminated for any reason prior to the End Date, all of the Employee’s RSUs will be forfeited and the Employee will have no further rights to earn or vest in the RSUs granted under this Agreement.
(ii) Terminations on or After Age 65 and the First Anniversary of the Beginning Date. Notwithstanding the general rule in Section 3(a)(i), if
(1) the Employee’s employment with the Company is terminated on or after the first anniversary of the Beginning Date,
(2) the Employee has attained age 65, and
(3) the termination is for any reason (including retirement, Disability, resignation, or involuntary termination without Cause) other than on account of death or termination by the Company for Cause,
a prorated portion of the RSUs subject to this Award will not be forfeited, but will remain available to be earned, subject to actual achievement of the Performance Goals.
The prorated portion of the Target Number of RSUs that are not forfeited under this subsection will be determined based on the number of whole years that the Employee was an employee from the Beginning Date through the date of termination as compared to the total number of years in the Performance Period. Fractional years of service will not be counted. The earned and vested RSUs will be settled under the general provisions of Section 2 as soon as practicable but no later than 90 days following the End Date, based upon the actual performance level achieved during the Performance Period, except that the actual number of RSUs earned as of the End Date will be determined by multiplying the prorated portion of the Target Number of RSUs by the Payout Percentage determined in accordance with Appendix A.
(iii) Termination on Account of Death. Notwithstanding the general rule in Section 3(a)(i), if the Employee’s employment with the Company terminates before the End Date on account of death, to the extent the RSUs have not previously been forfeited or terminated, a prorated portion of the Target Number of RSUs granted to the Employee will immediately vest and be payable. The prorated portion of the RSUs vesting under this subsection will be determined based on the number of quarters the Employee performed services during the Performance Period (not including the quarter in which death occurs) as compared to the total number of quarters in the Performance Period. Settlements made on account of the Employee’s death will be made in accordance with Section 23 of the Plan as soon as practicable but no later than 90 days following the date of death.
(b) Other Terminations.
(i) Termination for Cause. If the Employee is terminated by the Company for Cause, whether before or after the End Date, all of the Employee’s RSUs, both vested and unvested, will be forfeited and the Employee will have no further rights to payment or settlement of RSUs under this Agreement or the Plan.
(ii) Termination On or After End Date. If the Employee’s employment terminates for any reason other than for Cause on or after the End Date but before some or all of the Employee’s RSUs have been settled, the termination will not affect settlement of those outstanding RSUs that have already been earned and vested.
4. Effect of Change in Control.
Upon the occurrence of a Change in Control, to the extent they have not previously been forfeited or terminated, all outstanding RSUs that have not previously vested will immediately vest, and payment at the maximum level of performance, as set forth in Appendix A, will be made in accordance with the provisions of Section 12(c) of the Plan. A Change in Control will constitute a Change in Control for purposes of this Agreement only if the Change in Control satisfies the requirements of a “change in control event” within the meaning of Code Section 409A, or, in the case of a liquidation or dissolution of the Company, such liquidation or dissolution complies with the procedures set forth in Treasury Regulation Section 1.409A-3(j)(4)(ix)(A).
5. Tax Withholding.
As a condition of this Award, the Employee agrees to pay or make arrangements for the payment to the Company of the amount of any and all federal, state and local income and employment taxes that the Company determines it is required by law to withhold with respect to the RSUs. Payment will be due on the date the Company is required to withhold such taxes. Unless the Executive Compensation Committee determines otherwise in its sole discretion, or the Employee elects to make a cash payment to the Company in an amount sufficient to satisfy the withholding requirement, notwithstanding Section 8(c) the Company will satisfy the withholding requirement in accordance with Section 18 of the Plan by withholding from delivery to the Employee, Shares having a value equal to the minimum amount of tax required to be withheld. Any tax withholding above the minimum amount of tax required to be withheld must be paid in cash by the Employee. The Company will provide procedures for Employees electing to make a cash payment to satisfy the withholding requirement.
6. Dividend Equivalents.
No dividend equivalents will be issued to the Employee with respect to the RSUs granted under this Award.
7. Rights as Shareholder.
Neither the Employee nor any transferee has any rights as a shareholder with respect to any Shares covered by or relating to this Award until the date the Employee or transferee becomes the holder of record of the Shares.
8. Additional Conditions to Issuance of Stock.
(a) Compliance with Laws and Regulations. The Company is not obligated to issue or deliver any certificates evidencing shares of Company Stock under this Award unless and until the Company is advised by its counsel that the issuance and delivery of the certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which shares of Company Stock are listed.
(b) Restrictions on Transferability. The stock certificates evidencing the Shares issued with respect to the RSUs may include one or more legends that set forth such restrictions on transferability as may apply to the Shares under this Section and the Plan. Alternatively, such restrictions may be enforced through such other methods as may be determined by the Company in its sole discretion, including by restrictions on electronic transfers from accounts.
9. Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to RSUs awarded under the Plan or any future awards under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
10. Agreement Severable.
If any provision in this Agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
11. 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.
12. Non-Transferability of RSU.
This Award may not be transferred in any manner other than by will or by the laws of descent or distribution. Any purported transfer in violation of the preceding sentence will be void and of no effect.
13. 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 the Agreement.
14. Tax Consequences.
The Employee acknowledges that this Award will have tax consequences to the Employee and that any and all such tax consequences are the sole responsibility of the Employee. The Employee should consult a tax adviser before accepting this Award or disposing of any Shares.
15. Risks.
The Employee is advised that the value of the RSUs and the Shares acquired under the RSUs will fluctuate as the trading price of the Shares fluctuates. The Employee exclusively accepts all risks associated with a decline in the market price of the Shares and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, the Employee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, the Employee for such purpose.
16. Effect of Agreement.
The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with its terms and provisions (and has had an opportunity to obtain advice regarding this Award), and accepts this Award and agrees to be bound by its contractual terms as set forth in this Agreement and in the Plan. The Employee agrees to accept as binding, conclusive and final all decisions and interpretations of the Executive Compensation Committee regarding any questions relating to this Award. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time in accordance with its terms. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan will prevail. Modifications to this Agreement may be made only in a written agreement executed by a duly authorized officer of the Company. The Employee agrees at all times to abide by, and acknowledges that this Award is subject to, all applicable policies of the Company, including the Company’s insider trading policies and any recoupment or clawback policy, as may exist from time to time.
17. No Right to Employment.
Nothing in this Agreement or the Plan confers upon the Employee any right to continued employment with the Company for any period of time, nor does it interfere in any way with the Employee’s right or the Company’s right to terminate the employment relationship at any time, for any reason, with or without cause.
18. Section 409A.
All RSUs granted under this Agreement are intended to comply with or to be exempt from Section 409A of the Internal Revenue Code of 1986 (the “Code”) and will be construed accordingly. However, the Company will not be liable to the Employee or any beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code. All terms of this Agreement that are undefined or ambiguous must be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A.
19. Data Privacy.
It is a condition of participation in the Plan and acceptance of this Award that the Employee acknowledges and explicitly consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Company holds certain personal information about the Employee, including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any awards granted, cancelled, purchased, vested, unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Employee’s Award under the Plan and this Agreement (“Personal Data”). The Employee understands that the Company will transfer Personal Data to any third parties assisting the Company in the implementation, administration and management of the Employee’s RSUs. These recipients may be located in the United State or elsewhere. The Employee authorizes them to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s RSUs. The Employee may, at any time, review Personal Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Employee’s ability to participate in the Plan and receive Shares upon vesting in the RSUs.
20. Appendix B: Non-U.S. Employees.
Notwithstanding any other provision in this Agreement, with respect to any Employee residing in or relocating to a country other than the United States, the RSU Award under this Agreement will be subject to such other special terms and conditions set forth for that country in the attached Appendix B as the Company determines necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which together constitute one document.
MOOG INC.
By:
(Signature)
Name:
Title:
EMPLOYEE:
By:
(Signature)
Name:
APPENDIX A
RSU GRANT: PERFORMANCE GOALS AND PAYOUT PERCENTAGE
|
| |
Name of Employee: | |
Grant Date: | , 20 |
Target Number of RSUs: | |
Earned RSUs: | The actual number of RSUs earned and payable will be based on achievement of performance goals and may range from 0 to RSUs. |
Vesting: | RSUs awarded under this Agreement will vest on the last day of the Performance Period specified below, subject to achievement of the Performance Goals set forth in this Appendix A. |
Performance Period: | The 3-year period beginning on October 1, 20 , and ending , 20 . |
Manner of Payment: | Shares of Class A Common Stock of the Company. |
The number of RSUs earned and vested for this Performance Period will be determined according to business performance in the following two areas – growth and margin. These are defined as cumulative sales growth from the Beginning Date to the End Date and the cumulative operating margin growth as measured in basis points.
For the purpose of this grant, on-target performance is defined as Moog achieving __% sales growth and ___ basis point improvement in operating margin. In the event that both of these targets are met, 100% of the Target Number of RSUs awarded under this grant will be earned and vested. The number of RSUs that are earned and vested depends on actual performance over the Performance Period, with each performance target carrying equal weighting, as set forth below, and will be determined under the following formula:
Earned and Vested RSUs = Payout Percentage x Target Number of RSUs.
The Payout Percentage is based on the achievement of the Performance Goals set forth for each performance target in the table below. Each performance target is measured independently and payment of a certain percentage of RSUs is not necessarily dependent on meeting both targets. The maximum percentage of RSUs that may be earned for achieving the maximum performance level for a single performance target is 100%, and the maximum number of RSUs that may be earned for achieving the maximum performance level for both performance targets is 200%.
Achievement between each performance level will be interpolated on a straight line basis rounded to the nearest whole percentage; provided that if the actual performance level achieved for a performance target does not meet the Minimum Level, then the Payout Percentage for that performance target will be 0%.
The Target Number of RSUs may be prorated under certain circumstances in accordance with Section 3 of the Award Agreement.
|
| | | | |
Performance Level | Sales Growth Performance Goals | Payout Percentage (% of Target Number of RSUs Earned and Vested) | Operating Margin Performance Goals | Payout Percentage (% of Target Number of RSUs Earned and Vested) |
Minimum | 0% | 0% | 0 bps | 0% |
Target | __% | 50% | ___ bps | 50% |
Maximum | __% | 100% | ___ bps | 100% |
Accepted by:
Name:
Date:
APPENDIX B
ADDITIONAL TERMS AND CONDITIONS OF THE
MOOG INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
NON-U.S. EMPLOYEES
Terms and Conditions
This Appendix B includes special terms and conditions applicable to the Employee if the Employee resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement.
Canada
Termination of Employment. For purposes of Section 3, the date of the Employee’s termination of employment will be the date of termination specified in the written termination notification from the Company. Neither any period of notice nor any payment in lieu thereof upon termination of employment will be considered as extending the period of employment for the purposes of this Plan.
Germany
Under review by local attorney.
Netherlands
Under review by local attorney.
United Kingdom
No Right to Future Participation. Participation in the Plan and acceptance of this Award does not (a) confer upon the Employee any right to participate in the Plan at any time in the future either at all or on any particular basis; or (b) afford to the Employee any additional right to compensation on the termination of his or her employment which would not have existed had the Plan not existed. Accordingly, the Employee will waive any rights to compensation or damages in consequence of the termination of his or her employment with the Company for any reason whatsoever insofar as these rights arise or may arise from him or her ceasing to have rights under or be entitled to any Award under the Plan as a result of such termination or from the loss or diminution in value of such rights and/or entitlements, notwithstanding any provision to the contrary in his or her contract of employment.
Moog 2014 LTI Plan – RSU A Share Award Agreement – Page 1
MOOG INC. 2014 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 20 (the “Grant Date”), is between MOOG INC. a New York corporation with a corporate office at 400 Jamison Road, East Aurora, New York 14052 (“Moog” and, together with its Subsidiaries, the “Company”), and , an employee of the Company (the “Employee”).
WHEREAS, the Company wishes to provide the Employee with an incentive to continue in the service of the Company and to acquire a meaningful, significant and growing proprietary interest in Moog by providing him or her with the opportunity to own Common Stock of Moog;
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement, the Employee and the Company hereby agree as follows:
1.Grant of RSUs.
The Company hereby grants to the Employee an Award of Restricted Stock Units (“RSUs”). This Award represents the right to receive shares of Class B Common Stock of the Company, subject to the fulfillment of the vesting and performance requirements and other terms and conditions set forth in this Agreement, the attached Appendices A and B, and the Moog Inc. 2014 Long Term Incentive Plan (the “Plan”), which is incorporated into and made a part of this Agreement by reference.
Unless otherwise defined in this Agreement, the terms used in this Agreement have the meanings given them in the Plan.
2. Earned and Vested Shares; Settlement.
(a) Right to Receive Shares. The number of RSUs granted under this Agreement (the “Target Number of RSUs”) represents a target number of Shares that may be earned, based upon satisfaction of the target performance goals as set forth in Appendix A (“Performance Goals”). The actual number of RSUs earned and vested may be greater or less than the Target Number of RSUs, or even zero, and will be determined based on the Company’s actual performance level achieved in accordance with Appendix A. Each earned and vested RSU represents the right to receive one share of Class B Common Stock of the Company (a “Share”) on the applicable settlement date. Unless and until the RSUs have vested, the Employee will have no right to payment of any such RSUs.
(b) Earning and Vesting. The RSUs granted under this Agreement will vest on the last day of the Performance Period designated for this Award, subject to achievement of the Performance Goals set forth in Appendix A and to the provisions of Sections 3 and 4 below. The “Performance Period” for this Award is the three-year period set forth in Appendix A that begins on the first day of the fiscal year in which the grant is made (“Beginning Date”) and ends on the last day of the fiscal year that is closest to September 30 of the third fiscal year following the Beginning Date (the “End Date”). The actual number of RSUs earned as of the End Date will be based upon the performance level achieved with respect to the Performance Goals and will be determined by multiplying the Target Number of RSUs by the Payout Percentage achieved in accordance with Appendix A. The Performance Goals are based upon the performance of the Company during the designated Performance Period. For Covered Employees, the RSUs granted under this Agreement are intended to be Performance-Based Awards that qualify as Qualified Performance-Based Compensation under Section 11 of the Plan.
(c) Employment Requirement; Forfeiture. Unless otherwise provided in Sections 3 and 4, (i) RSUs will not vest in the Employee unless the Employee has been continuously employed by the Company from the Grant Date through the End Date, and (ii) all RSUs that have not been earned as of the End Date, because the Performance Goals established in Appendix A have not been satisfied with respect to the Performance Period, will be forfeited on the close of business on the End Date.
(d) Settlement. Subject to Section 3, as soon as practicable following the End Date of the Performance Period, the Company will issue to the Employee (or to his or her beneficiary or estate, as the case may be) on the applicable settlement date, one whole Share for each earned RSU not previously forfeited or terminated. Issuance of the Shares will be subject to Sections 5 and 8 below.
(e) Value of Shares Issued. For tax purposes, the Fair Market Value of the Shares issued to the Employee will be based on the average selling price per share of the Class B Common Stock on the national securities exchange on which it is traded during the 10 calendar day period before the settlement date, determined by calculating the arithmetic mean of the selling prices on all trading days during the 10-day period, or as otherwise provided in Section 2(p) of the Plan.
3. Effect of Termination of Employment.
(a) Terminations Before End Date. If the Employee terminates employment with the Company before the End Date of the Performance Period, the following vesting and forfeiture provisions will apply:
(i) General Rule. Unless otherwise provided below, if the Employee’s employment with the Company is terminated for any reason prior to the End Date, all of the Employee’s RSUs will be forfeited and the Employee will have no further rights to earn or vest in the RSUs granted under this Agreement.
(ii) Terminations on or After Age 65 and the First Anniversary of the Beginning Date. Notwithstanding the general rule in Section 3(a)(i), if
(1) the Employee’s employment with the Company is terminated on or after the first anniversary of the Beginning Date,
(2) the Employee has attained age 65, and
(3) the termination is for any reason (including retirement, Disability, resignation, or involuntary termination without Cause) other than on account of death or termination by the Company for Cause,
a prorated portion of the RSUs subject to this Award will not be forfeited, but will remain available to be earned, subject to actual achievement of the Performance Goals.
The prorated portion of the Target Number of RSUs that are not forfeited under this subsection will be determined based on the number of whole years that the Employee was an employee from the Beginning Date through the date of termination as compared to the total number of years in the Performance Period. Fractional years of service will not be counted. The earned and vested RSUs will be settled under the general provisions of Section 2 as soon as practicable but no later than 90 days following the End Date, based upon the actual performance level achieved during the Performance Period, except that the actual number of RSUs earned as of the End Date will be determined by multiplying the prorated portion of the Target Number of RSUs by the Payout Percentage determined in accordance with Appendix A.
(iii) Termination on Account of Death. Notwithstanding the general rule in Section 3(a)(i), if the Employee’s employment with the Company terminates before the End Date on account of death, to the extent the RSUs have not previously been forfeited or terminated, a prorated portion of the Target Number of RSUs granted to the Employee will immediately vest and be payable. The prorated portion of the RSUs vesting under this subsection will be determined based on the number of quarters the Employee performed services during the Performance Period (not including the quarter in which death occurs) as compared to the total number of quarters in the Performance Period. Settlements made on account of the Employee’s death will be made in accordance with Section 23 of the Plan as soon as practicable but no later than 90 days following the date of death.
(b) Other Terminations.
(i) Termination for Cause. If the Employee is terminated by the Company for Cause, whether before or after the End Date, all of the Employee’s RSUs, both vested and unvested, will be forfeited and the Employee will have no further rights to payment or settlement of RSUs under this Agreement or the Plan.
(ii) Termination On or After End Date. If the Employee’s employment terminates for any reason other than for Cause on or after the End Date but before some or all of the Employee’s RSUs have been settled, the termination will not affect settlement of those outstanding RSUs that have already been earned and vested.
4. Effect of Change in Control.
Upon the occurrence of a Change in Control, to the extent they have not previously been forfeited or terminated, all outstanding RSUs that have not previously vested will immediately vest, and payment at the maximum level of performance, as set forth in Appendix A, will be made in accordance with the provisions of Section 12(c) of the Plan. A Change in Control will constitute a Change in Control for purposes of this Agreement only if the Change in Control satisfies the requirements of a “change in control event” within the meaning of Code Section 409A, or, in the case of a liquidation or dissolution of the Company, such liquidation or dissolution complies with the procedures set forth in Treasury Regulation Section 1.409A-3(j)(4)(ix)(A).
5. Tax Withholding.
As a condition of this Award, the Employee agrees to pay or make arrangements for the payment to the Company of the amount of any and all federal, state and local income and employment taxes that the Company determines it is required by law to withhold with respect to the RSUs. Payment will be due on the date the Company is required to withhold such taxes. Unless the Executive Compensation Committee determines otherwise in its sole discretion, or the Employee elects to make a cash payment to the Company in an amount sufficient to satisfy the withholding requirement, notwithstanding Section 8(c) the Company will satisfy the withholding requirement in accordance with Section 18 of the Plan by withholding from delivery to the Employee, Shares having a value equal to the minimum amount of tax required to be withheld. Any tax withholding above the minimum amount of tax required to be withheld must be paid in cash by the Employee. The Company will provide procedures for Employees electing to make a cash payment to satisfy the withholding requirement.
6. Dividend Equivalents.
No dividend equivalents will be issued to the Employee with respect to the RSUs granted under this Award.
7. Rights as Shareholder.
Neither the Employee nor any transferee has any rights as a shareholder with respect to any Shares covered by or relating to this Award until the date the Employee or transferee becomes the holder of record of the Shares.
8. Additional Conditions to Issuance of Stock.
(a) Compliance with Laws and Regulations. The Company is not obligated to issue or deliver any certificates evidencing shares of Company Stock under this Award unless and until the Company is advised by its counsel that the issuance and delivery of the certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which shares of Company Stock are listed.
(b) Right of First Refusal. The Employee acknowledges and agrees that the Shares issued with respect to the RSUs are subject to repurchase under a right of first refusal in favor of the Company or any assignee of the Company, as set forth in the Company’s Right of First Refusal Policy, as it may be amended from time to time (the “First Refusal Policy”). The repurchase of Shares under the First Refusal Policy may be effected by the payment to the Employee, or to the Employee’s beneficiary or estate, as the case may be, of the value of the Shares as determined under the First Refusal Policy, a copy of which has been provided to the Employee.
(c) Holding Period for Shares. The Employee acknowledges and agrees that the Shares issued with respect to the RSUs are subject to a holding period requirement whereby the Employee (or the Employee’s beneficiary or estate, as the case may be) may not sell or otherwise dispose of the Shares until six months following the date of issuance of the Shares.
(d) Restrictions on Transferability. The stock certificates evidencing the Shares issued with respect to the RSUs may include one or more legends that set forth such restrictions on transferability as may apply to the Shares under this Section and the Plan. Alternatively, such restrictions may be enforced through such other methods as may be determined by the Company in its sole discretion, including by restrictions on electronic transfers from accounts.
9. Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to RSUs awarded under the Plan or any future awards under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
10. Agreement Severable.
If any provision in this Agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
11. 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.
12. Non-Transferability of RSU.
This Award may not be transferred in any manner other than by will or by the laws of descent or distribution. Any purported transfer in violation of the preceding sentence will be void and of no effect.
13. 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 the Agreement.
14. Tax Consequences.
The Employee acknowledges that this Award will have tax consequences to the Employee and that any and all such tax consequences are the sole responsibility of the Employee. The Employee should consult a tax adviser before accepting this Award or disposing of any Shares.
15. Risks.
The Employee is advised that the value of the RSUs and the Shares acquired under the RSUs will fluctuate as the trading price of the Shares fluctuates. The Employee exclusively accepts all risks associated with a decline in the market price of the Shares and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, the Employee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, the Employee for such purpose.
16. Effect of Agreement.
The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with its terms and provisions (and has had an opportunity to obtain advice regarding this Award), and accepts this Award and agrees to be bound by its contractual terms as set forth in this Agreement and in the Plan. The Employee agrees to accept as binding, conclusive and final all decisions and interpretations of the Executive Compensation Committee regarding any questions relating to this Award. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time in accordance with its terms. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan will prevail. Modifications to this Agreement may be made only in a written agreement executed by a duly authorized officer of the Company. The Employee agrees at all times to abide by, and acknowledges that this Award is subject to, all applicable policies of the Company, including the Company’s insider trading policies and any recoupment or clawback policy, as may exist from time to time.
17. No Right to Employment.
Nothing in this Agreement or the Plan confers upon the Employee any right to continued employment with the Company for any period of time, nor does it interfere in any way with the Employee’s right or the Company’s right to terminate the employment relationship at any time, for any reason, with or without cause.
18. Section 409A.
All RSUs granted under this Agreement are intended to comply with or to be exempt from Section 409A of the Internal Revenue Code of 1986 (the “Code”) and will be construed accordingly. However, the Company will not be liable to the Employee or any beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code. All terms of this Agreement that are undefined or ambiguous must be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A.
19. Data Privacy.
It is a condition of participation in the Plan and acceptance of this Award that the Employee acknowledges and explicitly consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Company holds certain personal information about the Employee, including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any awards granted, cancelled, purchased, vested, unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Employee’s Award under the Plan and this Agreement (“Personal Data”). The Employee understands that the Company will transfer Personal Data to any third parties assisting the Company in the implementation, administration and management of the Employee’s RSUs. These recipients may be located in the United State or elsewhere. The Employee authorizes them to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s RSUs. The Employee may, at any time, review Personal Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Employee’s ability to participate in the Plan and receive Shares upon vesting in the RSUs.
20. Appendix B: Non-U.S. Employees.
Notwithstanding any other provision in this Agreement, with respect to any Employee residing in or relocating to a country other than the United States, the RSU Award under this Agreement will be subject to such other special terms and conditions set forth for that country in the attached Appendix B as the Company determines necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which together constitute one document.
MOOG INC.
By:
(Signature)
Name:
Title:
EMPLOYEE:
By:
(Signature)
Name:
APPENDIX A
RSU GRANT: PERFORMANCE GOALS AND PAYOUT PERCENTAGE
|
| |
Name of Employee: | |
Grant Date: | , 20 |
Target Number of RSUs: | |
Earned RSUs: | The actual number of RSUs earned and payable will be based on achievement of performance goals and may range from 0 to RSUs. |
Vesting: | RSUs awarded under this Agreement will vest on the last day of the Performance Period specified below, subject to achievement of the Performance Goals set forth in this Appendix A. |
Performance Period: | The 3-year period beginning on October 1, 20 , and ending , 20 . |
Manner of Payment: | Shares of Class B Common Stock of the Company. |
The number of RSUs earned and vested for this Performance Period will be determined according to business performance in the following two areas – growth and margin. These are defined as cumulative sales growth from the Beginning Date to the End Date and the cumulative operating margin growth as measured in basis points.
For the purpose of this grant, on-target performance is defined as Moog achieving ___% sales growth and ___ basis point improvement in operating margin. In the event that both of these targets are met, 100% of the Target Number of RSUs awarded under this grant will be earned and vested. The number of RSUs that are earned and vested depends on actual performance over the Performance Period, with each performance target carrying equal weighting, as set forth below, and will be determined under the following formula:
Earned and Vested RSUs = Payout Percentage x Target Number of RSUs.
The Payout Percentage is based on the achievement of the Performance Goals set forth for each performance target in the table below. Each performance target is measured independently and payment of a certain percentage of RSUs is not necessarily dependent on meeting both targets. The maximum percentage of RSUs that may be earned for achieving the maximum performance level for a single performance target is 100%, and the maximum number of RSUs that may be earned for achieving the maximum performance level for both performance targets is 200%.
Achievement between each performance level will be interpolated on a straight line basis rounded to the nearest whole percentage; provided that if the actual performance level achieved for a performance target does not meet the Minimum Level, then the Payout Percentage for that performance target will be 0%.
The Target Number of RSUs may be prorated under certain circumstances in accordance with Section 3 of the Award Agreement.
|
| | | | |
Performance Level | Sales Growth Performance Goals | Payout Percentage (% of Target Number of RSUs Earned and Vested) | Operating Margin Performance Goals | Payout Percentage (% of Target Number of RSUs Earned and Vested) |
Minimum | 0% | 0% | 0 bps | 0% |
Target | __% | 50% | ___ bps | 50% |
Maximum | __% | 100% | ___ bps | 100% |
Accepted by:
Name:
Date:
APPENDIX B
ADDITIONAL TERMS AND CONDITIONS OF THE
MOOG INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
NON-U.S. EMPLOYEES
Terms and Conditions
This Appendix B includes special terms and conditions applicable to the Employee if the Employee resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement.
Canada
Termination of Employment. For purposes of Section 3, the date of the Employee’s termination of employment will be the date of termination specified in the written termination notification from the Company. Neither any period of notice nor any payment in lieu thereof upon termination of employment will be considered as extending the period of employment for the purposes of this Plan.
Germany
Under review by local attorney.
Netherlands
Under review by local attorney.
United Kingdom
No Right to Future Participation. Participation in the Plan and acceptance of this Award does not (a) confer upon the Employee any right to participate in the Plan at any time in the future either at all or on any particular basis; or (b) afford to the Employee any additional right to compensation on the termination of his or her employment which would not have existed had the Plan not existed. Accordingly, the Employee will waive any rights to compensation or damages in consequence of the termination of his or her employment with the Company for any reason whatsoever insofar as these rights arise or may arise from him or her ceasing to have rights under or be entitled to any Award under the Plan as a result of such termination or from the loss or diminution in value of such rights and/or entitlements, notwithstanding any provision to the contrary in his or her contract of employment.
Moog 2014 LTI Plan - RSU B Share Award Agreement – Page 1
AMENDMENT 2
TO THE
MOOG INC. SUPPLEMENTAL RETIREMENT PLAN
(As amended and restated, effective January 1, 2013)
WHEREAS, the Moog Inc. Supplemental Retirement Plan (the “Plan”) was amended and restated effective January 1, 2013; and
WHEREAS, the Company now wishes to amend the Plan to modify the definition of “Compensation” for purposes of determining benefits payable to participants and to clarify the definition of “Bonus”;
NOW, THEREFORE, the Plan is hereby amended, effective [November 30,] 2015, as follows:
1. Section 1.1 of the Plan is amended by deleting subsection (e) and substituting the following in its place:
(e) “Bonus” means an annual cash bonus paid to an Executive under the Profit Share Plan or other short-term incentive plan or program of the Company.
2. Section 1.1(k)(3) of the Plan and Section 1 of Appendix B are amended by deleting the definition of “Highest Annual Bonus” as it applies to the definition of “Compensation” and Benefits payable to Participants, and substituting the following in their place:
(3) “Highest Annual Bonus” means the highest annual Bonus or Bonuses paid (or, if not paid, the amount, if any, that would have been payable under the terms of the Profit Share Plan or other short-term incentive plan or program in effect at the time) to the Executive with respect to any of the last ten fiscal years prior to the occurrence of any of the following events: an Involuntary Termination of Employment, a Change of Control or a Separation from Service due to Disability, Retirement or other voluntary termination of employment, as the case may be. Notwithstanding the prior sentence, a specific Bonus may be excluded from the calculation of a Participant’s Compensation if so determined by the Compensation Committee in its sole discretion and so designated at the time the Bonus is awarded.
In all other respects the Plan remains unchanged.
031407/00003 Business 8286517v6
Moog Inc.
Dated:_______________________ By:_________________________
031407/00003 Business 8768734v1
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