S-8

As filed with the Securities and Exchange Commission on September 28, 2018

Registration No. 333-                

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

THE

SECURITIES ACT OF 1933

WOODWARD, INC.

(Exact name of Registrant as specified in its charter)

Delaware	36-1984010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1081 Woodward Way, Fort Collins, Colorado	80524
(Address of principal executive offices)	(Zip code)

Woodward Executive Benefit Plan

(Full title of the plan)

Thomas A. Gendron Chairman of the Board Chief Executive Officer, and President Woodward, Inc. 1081 Woodward Way Fort Collins, Colorado 80524 (970) 482-5811 Robert F. Weber, Jr. Vice Chairman Chief Financial Officer and Treasurer Woodward, Inc. 1081 Woodward Way Fort Collins, Colorado 80524 (970) 482-5811

(Names, address and telephone number, including area code, of agent for service)

Copies to:

A. Christopher Fawzy Corporate Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Woodward, Inc. 1081 Woodward Way Fort Collins, Colorado 80524 (970) 482-5811 Lisa L. Stimmell John E. Aguirre Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.001455 per share	550,000 shares	$80.89	$44,489,500	$5,539.00
Deferred Compensation Obligations (3)	$20,000,000 shares	100%	$20,000,000	$2,490.00
Total			$64,489,500	$8,029.00

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant’s Executive Benefit Plan (the “Plan”) by reason of any stock split, stock dividend or similar adjustment effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s common stock (“Common Stock”).

(2) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $80.89 per share, which is the average of the high and low prices of the Common Stock, as reported on the NASDAQ Global Select Market LLC, on September 24, 2018.

(3) The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in this Part I will be delivered to the participants in the Woodward Executive Benefit Plan (the “Plan”) covered by this registration statement as required by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this registration statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Woodward, Inc. (the “Registrant”) hereby incorporates by reference into this registration statement the following documents previously filed with the Commission:

(1)    The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed with the Commission on November 13, 2017;

(2)    The Registrant’s Quarterly Report on Form 10-Q for the quarterly periods ended December 31, 2017, March 31, 2018 and June 30, 2018 filed with the Commission on January 24, 2018, April 25, 2018 and August 8, 2018, respectively;

(3)    The Registrant’s Current Reports on Form 8-K or 8-K/A filed with the Commission on October 16, 2017, January 25, 2018, February 2, 2018, April 9, 2018, April 9, 2018, April 26, 2018, June 4, 2018, July 31, 2018, August 17, 2018 and September 19, 2018;

(4)    All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report on Form 10-K for the fiscal year ended September 30, 2017 (other than the portions of these documents not deemed to be filed); and

(5)    The description of the Common Stock contained in the Registration Statement on Form A-2 (File No.2-4446), filed with the Commission on June 28, 1940.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this registration statement.

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Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Common Stock: Inapplicable.

Deferred Compensation Obligations:

The securities being registered represent obligations (the “Obligations”) of the Company to pay deferred compensation in the future in accordance with the terms of the Plan.

The Obligations are general unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan. The Obligations are payable from the general assets of the Company and rank equally with other unsecured and unsubordinated indebtedness of the Company.

The amount of eligible compensation to be deferred by each participant is determined in accordance with the terms of the Plan based on elections by the participant. Compensation deferrals that are credited to a participant’s Plan account are credited with deemed investment returns equal to the experience of selected investment funds offered under the Plan, including shares of common stock of the Company (“Shares”) and reinvestment of any deemed dividends, as elected by the participant. Any Company contributions credited to a participant’s Plan Account may be deemed invested in a similar manner but initially may not be deemed invested in Shares.

The Obligations generally are payable upon a date or dates selected by the participant in accordance with the terms of the Plan, subject to exceptions for death, disability or in-service withdrawals due to an unforeseen emergency. The Obligations generally are payable in the form of a lump sum cash payment or a fixed number of monthly, quarterly or annual cash installment payments (not to exceed ten years), at the election of the participant made in accordance with the terms of the Plan. Any contributions that are credited to a participant’s Plan account that are deemed invested in Shares are payable in whole Shares (with the balance, if any, in cash).

Participants or beneficiaries generally may not sell, transfer, anticipate, assign, hypothecate or otherwise dispose of any right or interest in the Plan. A participant may designate one or more beneficiaries to receive any portion of any Obligations payable in the event of the participant’s death.

The Company has reserved the right to amend or terminate the Plan at any time and for any reason.

The Obligations are not convertible into any other security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed to take action with respect to the Obligations and each Plan participant will be responsible for enforcing his or her own rights with respect to the Obligations.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

The Company is incorporated in the State of Delaware. Under Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses and liabilities incurred in any such action, suit or proceedings so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of such corporation, and with respect to any criminal action if they had no reasonable cause to believe their conduct was unlawful.

Article IX of the Company’s bylaws requires the Company to indemnify its directors and officers in the following manner:

(1)    Subject to paragraph (3) below, the Company must indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the Company’s request as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against costs, charges (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Company’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the Company’s best interests, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(2)    Subject to paragraph (3) below, the Company must indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in the Company’s favor by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the Company’s request as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against costs, charges, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her (including attorneys’ fees) in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Company’s best interests; except that no indemnification may be made in respect of any claim, issue or matter as to which such person is adjudged to be liable for gross negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs which the Delaware Court of Chancery or such other court deems proper.

(3)    Any indemnification under Article IX of the Company’s bylaws (unless ordered by a court) may be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such director or officer has met the applicable standard of conduct set forth in paragraphs (1) or (2) above, as the

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case may be. Such determination must be made with respect to a person who is a director or officer at the time of such determination: (i) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum; (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (iv) by the stockholders. To the extent, however, that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she must be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

(4)    For purposes of any determination under paragraph (3) above, a person is deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the Company’s best interests, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to him or her by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in this paragraph (4) means any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the Company’s request as a director, officer, employee or agent.

The provisions of this paragraph (4) are not exclusive nor do they limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in paragraphs (1) or (2) above, as the case may be.

(5)    Notwithstanding any contrary determination in the specific case under paragraph (3) above, and notwithstanding the absence of any determination thereunder, any present or former director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under paragraphs (1) and (2) above. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such director or officer has met the applicable standards of conduct set forth in paragraphs (1) and (2) above, as the case may be. Neither a contrary determination in the specific case under paragraph (3) above nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this paragraph (5) must be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification will also be entitled to be paid the expense of prosecuting such application.

(6)    Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding must be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such director or officer is not entitled to be indemnified by the Company as authorized in Article IX of the Company’s bylaws. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

(7)    The indemnification and advancement of expenses provided by or granted pursuant to Article IX of the Company’s bylaws and described herein are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of

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stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the Company’s policy that, except as set forth in paragraph (11) below, indemnification of the persons specified in paragraphs (1) and (2) above must be made to the fullest extent permitted by law. The provisions of Article IX of the Company’s bylaws do not preclude the indemnification of any person who is not specified in paragraphs (1) or (2) above but whom the Company has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

(8)    The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the Company’s request as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power or the obligation to indemnify such person against such liability under the provisions of Article IX of the Company’s bylaws.

(9)    For purposes of Article IX of the Company’s bylaws, references to “we,” “us,” “Woodward” or the “Company” include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, will stand in the same position under the provisions of Article IX of the Company’s bylaws with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. For purposes of Article IX of the Company’s bylaws, references to “fines” include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at our request” include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted in a manner “not opposed to the best interests of Woodward” as referred to in Article IX of the Company’s bylaws.

(10)    The indemnification and advancement of expenses provided by, or granted pursuant to, Article IX of the Company’s bylaws will, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent of the Company and inure to the benefit of the heirs, executors and administrators of such a person.

(11)    Notwithstanding anything contained in Article IX of the Company’s bylaws to the contrary, except for proceedings to enforce rights to indemnification (which are governed by paragraph (5) above), the Company is not obligated to indemnify any present or former director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Company’s board of directors.

(12)    The provisions of Article IX of the Company’s bylaws are applicable to all actions, suits or proceedings pending at the time or commenced after the adoption of Article IX of the Company’s bylaws, whether arising from acts or omissions to act occurring, or based on claims asserted, before or after the adoption of Article IX of the Company’s bylaws. If Article IX of the Company’s bylaws or any portion of Article IX of the Company’s bylaws is invalidated on any ground by a court of competent jurisdiction, then the Company must nevertheless indemnify each director or officer of the Company as to costs, charges and

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expenses (including attorneys’ fees), judgments, fines and amounts paid in any judgment or settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action by or in the right of the Company, to the full extent permitted by any applicable portion of Article IX of the Company’s bylaws that is not invalidated and to the full extent permitted by applicable law.

Additionally, the Company has acquired directors and officers insurance which includes coverage for liability under the federal securities laws.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s certificate of incorporation contains such a provision.

The above discussion of the Company’s certificate of incorporation, bylaws, transitional compensation agreements and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such certificate of incorporation, bylaws and statutes.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description of Exhibit
4.1*	Woodward Executive Benefit Plan as amended and restated effective June 1, 2018
4.2	Specimen Certificate (incorporated by reference from the Company’s Form A-2 (File No. 2-4446) filed with the Commission on June 28, 1940) (P)
5.1*	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Independent Registered Public Accounting Firm
23.3*	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
24.1*	Powers of Attorney (included on the signature page of this registration statement)

* Filed herewith

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,

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individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Collins, State of Colorado, on September 28, 2018.

WOODWARD, INC.
By:	/s/ Thomas A. Gendron
	Thomas A. Gendron
	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Robert F. Weber, Jr. and A. Christopher Fawzy and each of them, as his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying, and conforming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Thomas A. Gendron Thomas A. Gendron	Chairman of the Board, Chief Executive Officer and President	September 18, 2018
/s/ Robert F. Weber, Jr. Robert F. Weber, Jr.	Vice Chairman, Chief Financial Officer and Treasurer	September 18, 2018
/s/ John D. Cohn John D. Cohn	Director	September 18, 2018
/s/ Paul Donovan Paul Donovan	Director	September 18, 2018
/s/ Eileen P. Drake Eileen P. Drake	Director	September 18, 2018
/s/ Daniel G. Korte Daniel G. Korte	Director	September 18, 2018
/s/ Mary L. Petrovich Mary L. Petrovich	Director	September 18, 2018
/s/ James R. Rulseh James R. Rulseh	Director	September 18, 2018
/s/ Dr. Ronald M. Sega Dr. Ronald M. Sega	Director	September 18, 2018
/s/ Gregg C. Sengstack Gregg C. Sengstack	Director	September 18, 2018
/s/ Jonathan W. Thayer Jonathan W. Thayer	Director	September 18, 2018

EX-4.1

Exhibit 4.1

For Execution

WOODWARD EXECUTIVE BENEFIT PLAN

(Amended and Restated June 1, 2018)

TABLE OF CONTENTS

			Page
I	PURPOSE AND EFFECTIVE DATE			1
	1.1.	Purpose		1
	1.2.	Effective Date		1
	1.3.	History		1
	1.4.	Code Section 409A		1
II	DEFINITIONS			1
	2.1.	“Account”		1
	2.2.	“Administrator”		2
	2.3.	“Affiliate”		2
	2.4.	“Base Salary”		2
	2.5.	“Beneficiary”		2
	2.6.	“Board”		2
	2.7.	“Bonus”		2
	2.8.	“Change in Control”		3
	2.9.	“Code”		4
	2.10.	“Company”		4
	2.11.	“Deferral Contribution Amounts”		5
	2.12.	“Deferral Election”		5
	2.13.	“Director Compensation”		5
	2.14.	“Disability”		5
	2.15.	“Distribution Election”		5
	2.16.	“Early Retirement Date”		5
	2.17.	“Election Period”		5
	2.18.	“Eligible Member”		6
	2.19.	“Exchange Act”		6
	2.20.	“FICA”		6
	2.21.	“Investment Fund or Funds”		6
	2.22.	“Normal Retirement Date”		6
	2.23.	“Participant”		6
	2.24.	“Plan”		6

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TABLE OF CONTENTS

(continued)

			Page
	2.25.	“Plan Year”		6
	2.26.	“Prior Account Balance”		7
	2.27.	“Retirement”		7
	2.28.	“Separation from Service”		7
	2.29.	“Specified Employee”		7
	2.30.	“Supplemental Benefit Amount”		8
	2.31.	“Valuation Date”		8
III	PARTICIPATION			8
	3.1.	Participation		8
	3.2.	ERISA Exemption		8
IV	DEFERRAL CONTRIBUTION AMOUNTS			9
	4.1.	Permissible Deferrals under the Plan		9
	4.2.	Deferral Elections		9
	4.3.	Crediting of Deferral Elections		10
	4.4.	Vesting		11
	4.5.	Deferred Contribution Amounts Subject to FICA at Time of Deferral		11
V	SUPPLEMENTAL BENEFIT AMOUNT			11
	5.1.	Computation of Supplemental Benefit Amount		11
	5.2.	Vesting		12
	5.3.	Crediting of Supplemental Benefit Amount		12
	5.4.	Distribution Elections		12
VI	ACCOUNTS AND INVESTMENTS			12
	6.1.	Valuation of Accounts		12
	6.2.	Hypothetical Investment Funds		13
	6.3.	Crediting of Investment Return		13
	6.4.	Changing Investment Fund Options		14
	6.5.	Investment Alternatives After Death		14
VII	PAYMENT OF BENEFITS			14
	7.1.	Distribution at Specific Future Date		14
	7.2.	Distribution Upon Retirement or Disability		15
	7.3.	Distribution On Other Termination of Service		16

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TABLE OF CONTENTS

(continued)

			Page
	7.4.	Unforeseeable Emergency		16
	7.5.	Time and Form of Elections		17
	7.6.	Form of Payment and Withholding		17
	7.7.	Exception for Specified Employees		17
	7.8.	Timing of Payments		17
VIII	DEATH BENEFITS			17
	8.1.	Death Prior to Commencement of Benefits		17
	8.2.	Death After Commencement of Benefits		18
IX	ADMINISTRATION			18
	9.1.	Authority of Administrator		18
	9.2.	Participant’s Duty to Furnish Information		18
	9.3.	Interested Member of Administrator		18
	9.4.	Indemnification		18
	9.5.	Claims Procedure		19
	9.6.	Special Procedure for Disability Claims		20
X	AMENDMENT AND TERMINATION			24
XI	MISCELLANEOUS			24
	11.1.	No Implied Rights; Rights on Termination of Service		24
	11.2.	No Right to Continued Service		24
	11.3.	Nature of the Plan		24
	11.4.	Nontransferability		25
	11.5.	Successors and Assigns		25
	11.6.	Payment with Respect to Incapacitated Persons		25
	11.7.	Arbitration		26
	11.8.	Gender and Number		26
	11.9.	Headings		26
	11.10.	Severability		26
	11.11.	Effect on Other Employee Benefit Plans		26
	11.12.	Non-U.S. Participants.		26
	11.13.	Applicable Law		27

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WOODWARD EXECUTIVE BENEFIT PLAN

I     PURPOSE AND EFFECTIVE DATE.

1.1. Purpose. The Woodward Executive Benefit Plan has been established by Woodward, Inc. to attract and retain certain key members by:

(a) providing a tax-deferred capital accumulation vehicle to supplement such members’ individual retirement contributions, thereby encouraging savings for retirement, and

(b) supplementing certain members’ retirement income available under the Woodward Retirement Savings Plan (the “RSP”), which is otherwise limited pursuant to the rules and regulations of the Internal Revenue Code of 1986, as amended (the “Code”).

1.2. Effective Date. The Plan was originally effective January 1, 2001 and was subsequently amended and restated effective January 1, 2007, January 1, 2009 and September 18, 2013. The Plan is hereby amended and restated generally effective as of June 1, 2018, except as otherwise stated herein. The Plan shall remain in effect until terminated in accordance with Article X.

1.3. History. The Woodward Governor Company Amended and Restated Unfunded Deferred Compensation Plan No. 1 (the “DC Plan No. 1”) and the Woodward Governor Company Unfunded Deferred Compensation Plan No. 2 (the “DC Plan No. 2) were merged with and into this Plan effective January 1, 2001. The Plan is intended to be an amendment, restatement and continuation of such plans for periods following the merger date. As of January 26, 2011, the Company changed its name to “Woodward, Inc.” In connection with the change of the Company’s name, on and after January 26, 2011, this Plan shall be known as the “Woodward Executive Benefit Plan.”

1.4. Code Section 409A. This Plan is intended to be a nonqualified deferred compensation plan within the meaning of Section 409A of the Code. The provisions of this Plan shall be interpreted, construed and administered in a manner necessary to comply with the requirements of Code Section 409A and applicable regulations and other guidance issued thereunder.

II     DEFINITIONS.

When used in the Plan and initially capitalized, the following words and phrases shall have the meanings indicated:

2.1. “Account” means the recordkeeping account established for each Participant in the Plan for purposes of accounting for the amount of the Participant’s:

(a) Deferral Contribution Amounts deferred and credited in accordance with Article IV each year, if any,

(b) Supplemental Benefit Amounts determined and credited in accordance with Article V each year, if any, and

(c) account balance, if any, under the prior DC Plan No. 1 and/or prior DC Plan No. 2 on the day immediately preceding the original effective date of this Plan,

all adjusted periodically to reflect the hypothetical investment return on such amounts in accordance with Article VI and distributions in accordance with Article VII.

2.2. “Administrator” means the Compensation Committee of the Board or such other individual or committee appointed and delegated by the Board to administer the Plan in accordance with Article IX. To the extent so delegated, the term “Administrator” hereunder shall be deemed to refer to such individual or committee. The Compensation Committee shall take such actions it deems necessary or desirable to ensure that such individual or committee has sufficient and appropriate authority for carrying out the intent and purpose of the Plan.

2.3. “Affiliate” means any corporation, partnership, joint venture, trust, association or other business enterprise which is a member of the same controlled group of corporations, trades or businesses as the Company within the meaning of Code Section 414(b) or (c); provided, however, that for purposes only of the term “Affiliate” when used in the definition of “Separation from Service” below, in applying Code Section 1563(a)(1), (2), and (3) in determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2), and (3), and in applying Treasury Reg. § 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Treasury Reg. § 1.414(c)-2.

2.4. “Base Salary” means a Participant’s base salary in effect for a given Plan Year as reflected in the personnel records of the Company.

2.5. “Beneficiary” means the person or entity designated by the Participant to receive the Participant’s Plan benefits in the event of the Participant’s death. If the Participant does not designate a Beneficiary, or if the Participant’s designated Beneficiary predeceases the Participant, the Participant’s estate shall be the Beneficiary under the Plan.

2.6. “Board” means the Board of Directors of the Company.

2.7. “Bonus” means for a given Plan Year any incentive compensation awarded and payable to a Participant in the Plan Year for performance over one or more fiscal-year performance periods under the Woodward Management Incentive Plan, the Woodward Long Term Incentive Plan, and/or any other bonus or incentive compensation plan designated by the Administrator from time to time for inclusion within this definition for deferral purposes.

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2.8. “Change in Control” shall be deemed to have occurred if:

(a) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) (excluding for this purpose the Company or any subsidiary of the Company, or any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of such plan which acquires beneficial ownership of voting securities of the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control shall be deemed to have occurred:

(i) as the result of an acquisition of securities of the Company by the Company which, by reducing the number of voting securities outstanding, increases the direct or indirect beneficial ownership interest of any person to fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities, but any subsequent increase in the direct or indirect beneficial ownership interest of such a person in the Company shall be deemed a Change in Control; or

(ii) as a result of the acquisition directly from the Company of securities of the Company representing less than fifty percent (50%) of the voting power of the Company; or

(iii) if the Board determines in good faith that a person who has become the beneficial owner directly or indirectly of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities has inadvertently reached that level of ownership interest, and if such person divests as promptly as practicable a sufficient amount of securities of the Company so that the person no longer has a direct or indirect beneficial ownership interest in fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities; or

(b) during any period of two (2) consecutive years (not including any period prior to the original effective date (as set forth in Section 1.2 above) of the Plan), individuals who at the beginning of such two-year period constitute the Board and any new director or directors (except for any director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a) above or

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paragraph (c) below) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board (such individuals and any such new directors being referred to as the “Incumbent Board”); or

(c) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

(d) consummation of:

(i) an agreement for the sale or disposition of the Company or all or substantially all of the Company’s assets,

(ii) a plan of merger or consolidation of the Company with any other corporation, or

(iii) a similar transaction or series of transactions involving the Company (any transaction described in subparagraphs (i) and (ii) of this paragraph (d) being referred to as a “Business Combination”), in each case unless after such a Business Combination:

(a) the shareholders of the Company immediately prior to the Business Combination continue to own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the new (or continued) entity (including, but not by way of limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s former assets either directly or through one or more subsidiaries) immediately after such Business Combination, in substantially the same proportion as their ownership in the Company immediately prior to such Business Combination, and

(b) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

2.9. “Code” means the Internal Revenue Code of 1986, as amended.

2.10. “Company” means Woodward, Inc. and any successor thereto.

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2.11. “Deferral Contribution Amounts” means the amounts of Base Salary, Director Compensation and/or Bonus (as applicable) deferred by a Participant, if any, and credited to his or her Account in accordance with Article IV but such amounts specifically and expressly do not include any Prior Account Balance of such Participant.

2.12. “Deferral Election” means the election made in writing (or any other format approved by the Administrator) by an Eligible Member to defer such Eligible Member’s Base Salary, Director Compensation and/or Bonus (as applicable) otherwise payable for any given Plan Year in accordance with Article IV.

2.13. “Director Compensation” means any and all (i) retainer or committee fees, (ii) attendance fees, (iii) chairman or lead director fees, and (iv) other cash compensation directly pertaining to the provision of services on the Board or a committee thereof, and in each case prior to any reduction therein, payable in cash to a Participant who is a non-employee director of the Board for services as a member of the Board.

2.14. “Disability” means that the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving disability benefits under the Company’s long-term disability plan for a period of not less than three months. If a Participant does not participate in such a long term disability plan, then Disability shall mean that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined in the sole discretion of the Administrator.

2.15. “Distribution Election” means the election made by a Participant in writing (or any other format approved by the Administrator) for a Plan Year regarding the timing and form of payment of his or her Deferral Contribution Amounts under Article IV or Supplemental Benefit Amounts under Article V with respect to such Plan Year or, where applicable, made under prior DC Plan No. 1 or prior DC Plan No. 2 in respect of the timing and form of payment of his or her Prior Account Balance.

2.16. “Early Retirement Date” means the date on which any Participant incurs a Separation from Service on or after he has attained age 55 but before he has attained age 65.

2.17. “Election Period” means the period(s) specified by the Administrator during which a Deferral Election may be made with respect to a Participant’s Base Salary, Director Compensation and/or Bonus (as applicable) otherwise payable for a Plan Year, or a Distribution Election may be made with respect to payment of Deferred Compensation Amounts or Supplemental Benefit Amounts credited for such Plan Year.

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2.18. “Eligible Member” means a member of the Company or an Affiliate or a non-employee member of the Board who has been selected by the Administrator to participate in the Plan in accordance with Article III.

2.19. “Exchange Act” means the Securities and Exchange Act of 1934.

2.20. “FICA” means the employment tax imposed on a member’s income under the Federal Insurance Contributions Act (Chapter 21 of the Code) which is comprised of Old-Age, Survivors and Disability Insurance and Hospital Insurance.

2.21. “Investment Fund or Funds” means the investment funds designated by the Administrator as the basis for determining the hypothetical investment return to be credited in accordance with Article VI to Participants’ Accounts. As of the effective date of this amendment and restatement of the Plan, the Investment Funds shall mirror the investment funds available under the RSP, including the investment in Woodward, Inc. Common Stock under the Company Stock Component under the RSP. The Administrator, in its sole discretion, may change the Investment Funds at such times as it deems appropriate. Any Investment Fund alternatives that are different than those offered under the RSP shall be described in an Appendix to the Plan.

2.22. “Normal Retirement Date” means the date on which any Plan Participant incurs a Separation from Service on or after he has attained age 65.

2.23. “Participant” means an Eligible Member who has:

(a) been notified by the Administrator of his eligibility to participate in the Plan, and

(b) either:

(i) completed and submitted a Deferral Election in accordance with Section 4.2, or

(ii) had credited to his Account, by the Company, Supplemental Benefit Amounts in accordance with Article V, or

(iii) had an account balance under the prior DC Plan No. 1 and/or the prior DC Plan No. 2 on the day immediately preceding the original effective date of this Plan.

2.24. “Plan” means the Woodward Executive Benefit Plan, as amended from time to time.

2.25. “Plan Year” means the 12 consecutive month period beginning each January 1.

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2.26. “Prior Account Balance” means an Eligible Member’s account balance(s), if any, under the prior DC Plan No. 1 and/or prior DC Plan No. 2 which were transferred to this Plan by the Company and credited to his Account pursuant to Section 3.1.

2.27. “Retirement” means Separation from Service by a Participant on his Early Retirement Date or Normal Retirement Date.

2.28. “Separation from Service” means, in respect of a Participant, any termination of employment with the Company and all its Affiliates, or in the case of a non-employee director, any termination of service on the Board, due to Retirement, death, or other reason; provided, however, that for Participants who are employees of the Company or any of its Affiliates, no Separation from Service for reasons other than death shall be deemed to occur for purposes of the Plan while the Participant is on military leave, sick leave, or other bona fide leave of absence that does not exceed six months or, if longer, the period during which the Participant’s right to reemployment with the Company or its Affiliates is provided either under applicable statute or by contract; and provided further that, if the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, a Separation from Service will be deemed to have occurred on the first day following such six-month period. Whether or when a Separation from Service has occurred for purposes of the Plan shall be determined based on the meaning of “separation from service” under Code Section 409A and the regulations promulgated thereunder and, accordingly, shall be based on whether the facts and circumstances indicate that the Company and its Affiliates and the Participant reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Participant will perform after such date (whether as an employee, an independent contractor or a non-employee director) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee, an independent contractor or a non-employee director) over the immediately preceding 36-month period (or the full period of services to the Company and its Affiliates if the Participant has been providing services to the Company and its Affiliates less than 36 months). A Participant shall be presumed for this purpose to have a Separation from Service where the level of bona fide services decreases to a level equal to 20% or less of such average level of services.

2.29. “Specified Employee” means a Participant who is a key employee (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) of the Company or an Affiliate. For purposes of this definition, a Participant is a key employee if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on any December 31st. If a Participant is a key employee as of any December 31st, that Participant is treated as a Specified Employee for the 12-month period beginning on the April 1st following the relevant December 31st. Notwithstanding the foregoing, a Participant who otherwise would be a Specified Employee under the preceding sentence shall not be a Specified Employee for purposes of the Plan unless, as of the date of the Participant’s Separation from Service, stock of such Company or an Affiliate thereof is publicly traded on an established securities market or otherwise.

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2.30. “Supplemental Benefit Amount” means the amount computed on behalf of the Participant, if any, and credited to his or her Account in accordance with Article V.

2.31. “Valuation Date” means a date on which the Investment Funds are valued and the Participant’s Account is adjusted for any resulting gains or losses. The Valuation Date shall be each day the New York Stock Exchange is open for business, or such other date(s) occurring at least once every calendar year as the Administrator shall determine; provided, however, that for purposes of Articles VII and VIII and Section 11.4 only, Valuation Date shall mean the 15th day of each calendar month or, if it is not a day the New York Stock Exchange is open for business, the next succeeding day the New York Stock Exchange is open for business.

III    PARTICIPATION.

3.1. Participation. The Administrator shall select those members eligible to participate in the Plan. In selecting Eligible Members, the Administrator shall take into consideration such factors as it deems relevant in connection with accomplishing the purposes of the Plan. An Eligible Member shall become a Participant in the Plan when (A) he is notified in writing by the Administrator (or in any other format approved by the Administrator) that he is eligible to participate in the Plan, and (B) he has either (1) completed and submitted a Deferral Election to the Administrator in accordance with Article IV, or (2) had credited to his Account, by the Company, Supplemental Benefit Amounts in accordance with Article V, or (3) had credited to his Account, by the Company, his account balance, if any, under the prior DC Plan No. 1 and/or the prior DC Plan No. 2 on the day immediately preceding the original effective date of this Plan.

3.2. ERISA Exemption. It is the intent of the Company that the Plan be exempt from Parts 2, 3 and 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as an unfunded plan that is maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management of highly compensated employees and non-employee directors serving on the Board (the “ERISA Exemption”). Notwithstanding anything to the contrary in Section 3.1 or in any other provision of the Plan, the Administrator may in its sole discretion exclude any one or more members from eligibility to participate or from participation in the Plan, may exclude any Participant from continued participation in the Plan, and may take any further action it considers necessary or appropriate if the Administrator reasonably determines in good faith that such exclusion or further action is necessary in order for the Plan to qualify for, or to continue to qualify for, the ERISA Exemption.

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IV     DEFERRAL CONTRIBUTION AMOUNTS.

4.1. Permissible Deferrals under the Plan. An Eligible Member may, by filing a Deferral Election in accordance with Section 4.2 below, elect to defer (as applicable):

(a) Deferral of Base Salary: up to 50% of his or her Base Salary for a Plan Year, in increments of 1%;

(b) Deferral of Specified Bonus(es): up to 100% of his or her specified Bonus for a Plan Year, in increments of 5%, or, in the alternative, a specific dollar amount of $1,000 or more (with separate Deferral Elections being made available for each type of Bonus, as applicable); and

(c) Deferral of Director Compensation: up to 100% of his or her Director Compensation for a Plan Year, in increments of 1%.

4.2. Deferral Elections. A Participant’s Deferral Election shall be in writing (or in any other form approved by the Administrator), and shall be filed with the Administrator at such time and in such manner as the Administrator shall provide, subject to the following:

(a) A Deferral Election pertaining to Base Salary or Director Compensation shall be made during the Election Period established by the Administrator which shall end no later than December 31 preceding the first day of the Plan Year in which the services in respect of which such Base Salary or Director Compensation would otherwise be payable are performed. A Deferral Election pertaining to a Bonus for a Plan Year shall be made during the Election Period established by the Administrator which shall end no later than the last day of the Company’s fiscal year next preceding the fiscal year which contains the first day of the performance period (which shall consist of one or more consecutive fiscal years of the Company) to which such Bonus relates and after the end of which such Bonus, absent the Deferral Election, would be paid. Notwithstanding the foregoing, with respect to any portion of a Bonus which constitutes “performance-based compensation,” as defined under Code Section 409A, such Deferral Election shall be made within the Election Period prescribed by the Administrator which shall end no later than the date that is six months before the end of the applicable fiscal year performance period(s) with respect to which the Bonus is payable but in no event after the Bonus amount has become readily ascertainable; provided, however, that any such Deferral Election may only be made during an Election Period established under this sentence if the Participant has performed services continuously from the later of the beginning of such performance period(s) or the date the performance criteria is established through the date the Deferral Election is made.

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(b) At the discretion of the Administrator, a Deferral Election may be made by

(i) newly-hired or newly-elected (as applicable) Eligible Members for the Plan Year in which they commence employment or service on the Board, or

(ii) a member who otherwise becomes an Eligible Member after the beginning of a Plan Year for the Plan Year in which he or she first becomes an Eligible Member (as determined consistent with Code Section 409A and the regulations thereunder).

Notwithstanding the preceding sentence or Section 4.2(a), such Deferral Elections must be made within thirty (30) days of the Eligible Member’s date of hire or date of election (as applicable), or the date the member becomes an Eligible Member, whichever applies. However, such Deferral Elections shall be prospective and shall apply only to Base Salary or Director Compensation that would otherwise be paid to the Eligible Member with respect to services performed after the Deferral Election is made and only to a portion of a Bonus (if applicable) for the applicable performance period(s) that shall not exceed the total Bonus amount prorated for the number of days remaining in the relevant performance period(s) after the Deferral Election is made relative to the total number of days in the performance period(s).

(c) Once made, Deferral Elections for Base Salary, Director Compensation or Bonus (as applicable) shall remain in effect only for the Plan Year for which each such election is made.

Notwithstanding any provision herein to the contrary, Deferral Elections with respect to a given Plan Year shall be irrevocable on the date filed with the Administrator, except if the Administrator, in its sole discretion, determines that the Participant has suffered an unforeseeable emergency as provided in Section 7.4 or, before the end of the Election Period in which the Deferral Election was made, revokes the election because a bona fide administrative mistake was made. If a Deferral Election is cancelled in accordance with Section 7.4, the Participant may not make a new Deferral Election until the Election Period established by the Administrator in accordance with Section 4.2(a) for making deferrals for the Plan Year commencing at least 12 months after the unforeseeable emergency.

(d) At the time a Deferral Election is made with respect to Base Salary, Director Compensation or Bonus (as applicable) for a Plan Year, the Participant shall also make a Distribution Election with respect to such Plan Year deferrals in accordance with Article VII.

4.3. Crediting of Deferral Elections. The amount of Base Salary, Director Compensation or Bonus (as applicable) that a Participant elects to defer under the

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Plan shall be credited by the Company to the Participant’s Account as Deferral Contribution Amounts as of the date such Base Salary, Director Compensation or such Bonus would have been paid to the Participant absent the Deferral Election.

4.4. Vesting. A Participant’s Deferral Contribution Amounts for each Plan Year shall be fully vested at the time credited to such Participant’s Account.

4.5. Deferred Contribution Amounts Subject to FICA at Time of Deferral. Except with respect to deferrals of Director Compensation, a Participant’s Deferred Contribution Amounts are subject to FICA at the time the amounts are contributed to the Plan for deferral. The gross amount of the Participant’s Base Salary deferral and Bonus deferral will be contributed to the Participant’s Account and the corresponding FICA tax due will be deducted from that portion of the Participant’s Base Salary or Bonus not deferred, as the case may be. Notwithstanding the foregoing, if a Participant has elected to defer a percentage of his or her Bonus such that contribution of the gross amount of the Bonus deferred would leave insufficient funds to remit the applicable FICA tax to the government, then the applicable Bonus amount contributed to the Participant’s Account shall be made net of the smallest amount of FICA tax needed to satisfy such liability which cannot be covered from the portion of Bonus not deferred.

V     SUPPLEMENTAL BENEFIT AMOUNT.

5.1. Computation of Supplemental Benefit Amount. An Eligible Member designated by the Administrator for participation under the Plan, other than an Eligible Member who is a non-employee director serving on the Board, shall be entitled to a Supplemental Benefit Amount for each Plan Year that he is an Eligible Member equal to:

(a) the excess, if any, of the amount of contributions the Participant otherwise would have been entitled to have credited to a separate account for his benefit as Company Matching Contributions, Grandfathered Contributions and Company Stock Component Contributions under the RSP for a given year if such contribution amounts were calculated without regard to the following:

(i) Code Section 415,

(ii) Code Section 401(a)(17),

(iii) Code Section 401(k)(3),

(iv) Code Section 401(m)(2),

(v) Code Section 402(g), and

(vi) any Deferral Election made by the Participant for such given year under Article IV of this Plan, over

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(b) the actual amount of such contributions which the Participant is entitled to have credited to a separate account for his benefit for such given year under the RSP.

Notwithstanding the foregoing, if after the beginning of a Plan Year, a Participant changes his or her deferral/contribution elections under the RSP in a manner that would affect the amount of Supplemental Benefit Amount credits based on Company Matching Contributions under the RSP for such Plan Year, the Supplemental Benefit Amount credits to be credited for such Plan Year shall be appropriately reduced or increased, as the case may be, provided that the aggregate Supplemental Benefit Amount for such Plan Year based on Company Matching Contributions under the RSP does not exceed 100% of the matching contributions that would have been provided under the RSP for such Plan Year absent any plan-based restrictions that reflect limits on qualified plan contributions under the Code.

5.2. Vesting. A Participant’s Supplemental Benefit Amounts calculated by the Company for each Plan Year shall be fully vested at the time credited to such Participant’s Account.

5.3. Crediting of Supplemental Benefit Amount. The Supplemental Benefit Amounts computed in Section 5.1 above for each Plan Year shall be credited by the Company to the Participant’s Account as soon as reasonably practicable.

5.4. Distribution Elections. During the Election Period pertaining to the deferral of Base Salary for each Plan Year, a Participant shall also make a Distribution Election in accordance with Article VII with respect to the distribution of any Supplemental Benefit Amount to be credited to his or her Account for such Plan Year.

VI     ACCOUNTS AND INVESTMENTS.

6.1. Valuation of Accounts. The Administrator shall establish an Account for each Participant who:

(a) has filed a Deferral Election to defer Base Salary, Director Compensation or Bonus (as applicable); or

(b) has been credited with a Supplemental Benefit Amount; or

(c) has a Prior Account Balance on the effective date of this Plan.

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Such Account shall be credited with a Participant’s Deferral Contribution Amounts and Supplemental Benefit Amounts as set forth in Sections 4.3 and 5.3, respectively, and with the Participant’s Prior Account Balance, if any. As of each Valuation Date, the Participant’s Account shall be adjusted upward or downward to reflect:

(d) the investment return to be credited as of such Valuation Date pursuant to Section 6.3 below; and

(e) the amount of distributions, if any, to be debited as of that Valuation Date under Article VII.

Each Participant will receive a statement of his or her Account balance at least annually.

6.2. Hypothetical Investment Funds. Each Participant generally may direct the manner in which his or her Account shall be deemed invested in and among the Investment Funds; provided, however, that each investment election made by a Participant who is not subject to the Woodward Officer/Director Stock Ownership Guidelines, as in effect from time to time (the “Guidelines”), shall, notwithstanding anything to the contrary in the Plan, be strictly subject to the consent of the Administrator which, in its sole discretion, may elect to honor the Participant’s request or have the Account deemed invested in another manner. Such deemed investment election shall be made in accordance with such procedures as the Administrator may establish and any such election shall be made in whole percentages. The investment authority shall remain at all times with the Administrator. The selection of Investment Funds by a Participant shall be for the sole purpose of determining the rate of return to be credited to his or her Account and shall not be treated or interpreted in any manner whatsoever as a requirement or direction to actually invest assets in any Investment Fund or any other investment media.

Notwithstanding any provision of the Plan to the contrary, a Participant who is subject to the Guidelines may revoke an Investment Fund election (including an election for the Investment Fund based on Woodward, Inc. Company Common Stock (“Company Common Stock”)) at any time in accordance with such procedures as the Administrator may establish; provided, however, that if a Participant who is not subject to the Guidelines is granted permission to make an investment election for the Investment Fund based on Company Common Stock, the Participant may only revoke such Investment Fund election with the prior approval of the Administrator. Any such revocation shall only be effective with respect to future deferrals and credits. Any portion of the Participant’s Account deemed invested in Company Common Stock shall continue to be deemed to be invested in Company Common Stock and may not be transferred to any other hypothetical Investment Fund. The applicable value of Company Common Stock as of any Valuation Date shall be equal to the closing price of such common stock on NASDAQ quoted by the Wall Street Journal for the applicable Valuation Date. No portion of any Participant’s Account attributable to Supplemental Benefit Amounts credited on or after June 1, 2018 may initially be deemed invested in Company Common Stock.

6.3. Crediting of Investment Return. Each Participant’s Account shall be credited on each Valuation Date with his or her allocable share of investment gains or losses of

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each Investment Fund in which his or her Account is hypothetically invested. The Administrator shall adopt a protocol for allocating the deemed investment gains and losses similar to that used in the RSP. Notwithstanding any provision herein to the contrary, if a Participant elects to invest in the hypothetical Investment Fund for Company Common Stock, such Participant’s Account shall also be credited with any deemed dividends paid during the period beginning with the immediately preceding Valuation Date and ending with the current Valuation Date.

6.4. Changing Investment Fund Options. Subject to the provisions of this Article VI, a Participant may, on a daily basis, make a new election with respect to the hypothetical Investments Funds in which his or her Account shall be deemed invested in the future. Any such election shall be made in the form specified by the Administrator.

6.5. Investment Alternatives After Death. For periods after the Valuation Date coincident with or next following a Participant’s death and pursuant to procedures established by the Administrator, the Participant’s Account balance pertaining to Deferral Contribution Amounts, Supplemental Benefit Amounts, if any, and/or Prior Account Balance, if any, shall be reallocated and reinvested among the Investment Funds in accordance with the Beneficiary’s hypothetical investment direction.

VII    PAYMENT OF BENEFITS.

7.1. Distribution at Specific Future Date. During the Election Period(s) specified by the Administrator for making a Deferral Election for a Plan Year, an Eligible Member may elect one or more future Valuation Dates (which must be one or more specific dates) as of which all or a portion of his or her Deferral Contribution Amounts to be deferred and any Supplemental Benefit Amounts to be credited for such Plan Year, and earnings thereon, shall be distributed. Participants who participated prior to January 1, 2001 in prior DC Plan No. 1 or prior DC Plan No. 2 also had the opportunity to make such an election(s) under such plans with respect to all or a portion of their Prior Account Balances and earnings thereon, which elections shall continue in effect under this Section 7.1 of the Plan. Any distribution as of a specific future date made to an Eligible Member pursuant to any such elections shall be paid in a single lump-sum payment or substantially equal annual, quarterly or monthly installments for a specified period up to but not exceeding 10 years, as provided in such election. Any such specific future date shall be a Valuation Date in a specific future year which is at least five Plan Years after the Plan Year for which the Deferral Contribution Amounts or Supplemental Benefit Amounts are credited to such Participant’s Account; provided, however, that only one distribution date per Plan Year may be elected under this Section 7.1. If the Participant elects a distribution to be made or commenced at one or more specific future dates and incurs a Separation from Service or a Disability prior to any such date, such election shall be without further effect and distribution shall commence pursuant to Section 7.2, 7.3 or 8.1, as applicable. The amount of each installment payment to be made under any installment payment election shall be equal to the

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quotient obtained by dividing the balance in the portion of the Eligible Member’s Account subject to the election as of the Valuation Date as of which the installment payment is to be made by the number of installment payments remaining to be made at the time of such calculation. A Distribution Election under this Section 7.1 may be changed to a Valuation Date (which must be a specific date) in a future Plan Year or changed to a different form of payment if the following requirements are satisfied: (i) the new Distribution Election must be made at least 12 months in advance of the originally scheduled distribution or distribution commencement date and may not take effect for at least 12 months after the date the new Distribution Election is made; (ii) the new Distribution Election must require a revised distribution or distribution commencement date of at least five Plan Years from the date such payment would otherwise have been made or commenced; and (iii) the new Distribution Election shall not accelerate the schedule of any payment, except as permitted under the regulations under Code Section 409A. Notwithstanding the foregoing, any amounts distributable under this Section 7.1 shall be paid or commenced, as the case may be, on or as soon as practicable following the Valuation Date elected and must be made or commenced within the same taxable year of the elected Valuation Date or, if later and provided the Participant is not permitted, directly or indirectly, to designate the taxable year of payment, the 15th day of the third calendar month following the elected Valuation Date.

7.2. Distribution Upon Retirement or Disability. Subject to Sections 7.7 and 7.8 and the provisions of this Section 7.2, if a Participant incurs a Separation from Service by reason of Retirement or incurs a Disability, distribution of the Participant’s Account (excluding any portion thereof then being paid in installments pursuant to Section 7.1) shall be made or commenced on the Valuation Date of the calendar month beginning next following the date such Participant incurs the Separation from Service or Disability or as soon thereafter as is practicable. Distribution under this Section 7.2 shall be made:

(a) in a lump sum; or

(b) in substantially equal annual, quarterly or monthly installments for a specified period up to but not exceeding 10 years,

as elected by the Participant on his or her Distribution Election(s). The amount of each installment payment to be made under any installment payment election shall be equal to the quotient obtained by dividing the balance in the portion of the Participant’s Account subject to the election as of the Valuation Date as of which the installment payment is to be made by the number of installment payments remaining to be made at the time of such calculation. A Distribution Election under this Section 7.2 may be changed to another time and/or form of payment if the following requirements are satisfied: (i) the new Distribution Election must be made at least 12 months in advance of the originally scheduled distribution or distribution commencement date and may not take effect for at least 12 months after the date the new Distribution Election is made; (ii) the new Distribution Election must require a revised distribution or distribution commencement date of

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at least five Plan Years from the date such payment would otherwise have been made or commenced; and (iii) the new Distribution Election shall not accelerate the schedule of any payment, except as permitted under the regulations under Code Section 409A. A Participant cannot alter or change his Distribution Election once he has begun to receive payments under this Section 7.2 of the Plan. If the Participant does not have in effect a valid Distribution Election with respect to all or any portion of his or her Account on file with the Administrator at the time of Retirement or Disability, the Participant’s Account or applicable portion thereof not covered by a valid Distribution Election shall be paid in a single sum under paragraph (a) above. Notwithstanding any provision in the Plan to the contrary, distributions made under this Section 7.2 must be made or commenced within 90 days following the Participant’s Separation from Service or Disability, as the case may be, and the Participant shall not have any right to designate the year of payment.

7.3. Distribution On Other Termination of Service. Subject to Sections 7.7 and 7.8 and the provisions of this Section 7.3, if a Participant incurs a Separation from Service for any reason other than Retirement or death and the Participant has not incurred a Disability prior thereto, the Participant’s Account (excluding any portion thereof then being paid in installments under Section 7.1) shall be paid in a lump sum payment as of the Valuation Date of the calendar month beginning next following such Separation from Service or as soon thereafter as is practicable. Notwithstanding any provision in the Plan to the contrary, distributions made under this Section 7.3 must be made within 90 days following the Participant’s Separation from Service and the Participant shall not have any right to designate the year of payment.

7.4. Unforeseeable Emergency. Prior to the distribution date otherwise scheduled under the Plan as of which payment is to be made or commenced, upon showing an unforeseeable emergency, a Participant may request that the Administrator accelerate payment of all or a portion of his or her Deferral Contribution Amounts, Supplemental Benefit Amounts, Prior Account Balance, and earnings thereon, in an amount not exceeding the amount necessary to meet the unforeseeable emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such unforeseeable emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). For purposes of the Plan, an unforeseeable emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as specified in Code Section 409A), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of an unforeseeable emergency shall be made by the Administrator in its sole discretion, based on such information as the Administrator shall deem to be necessary and relevant and the requirements of Section 409A of the Code, and such decision shall be final and binding on all

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parties. If the Administrator authorizes a withdrawal due to an unforeseeable emergency pursuant to this Section 7.4, the Participant shall not be eligible to file a new Deferral Election until the Election Period established by the Administrator in accordance with Section 4.2(a) for the Plan Year commencing at least 12 months after such withdrawal, and the Participant’s Deferral Election(s) for the Plan Year in which the withdrawal is made shall be cancelled. Notwithstanding any provision in the Plan to the contrary, distributions made under this Section 7.4 must be made as of a Valuation Date within 90 days following the Administrator’s determination of an unforeseeable emergency and the Participant shall not have any right to designate the year of payment.

7.5. Time and Form of Elections. Subject to the provisions of Section 4.2(d) and 5.4, all Distribution Elections under this Article VII shall be made at the time and in the form established by the Administrator and shall be subject to such other rules and limitations that the Administrator, in its sole discretion, may establish to the extent permissible under and consistent with Code Section 409A.

7.6. Form of Payment and Withholding. All payments under the Plan shall be made in cash and are subject to the withholding of all applicable federal, state and local and foreign governmental taxes; provided, however, any payment under the Plan that is attributable to the portion of a Participant’s Account deemed invested in Company Common Stock shall be made in whole shares of Company Common Stock, with fractional shares paid in cash.

7.7. Exception for Specified Employees. Notwithstanding any provision to the contrary in this Article VII of the Plan, if a Participant is a Specified Employee at the time when his or her Separation from Service occurs for any reason other than death, such Participant’s distribution or distribution commencement date in accordance with Section 7.2 or Section 7.3 on account of such Separation from Service shall be adjusted to instead occur on the date that is six (6) months following the relevant distribution or distribution commencement date.

7.8. Timing of Payments. Notwithstanding any provision of the Plan to the contrary, until paid, any amount distributable from a Participant’s Account shall continue to be adjusted under Article VI to reflect investment returns of the investments in which the Account is deemed invested, and the amount distributable shall be valued as of the Valuation Date coincident with or next preceding the date payment is made. In addition, if calculation of the amount of a payment is not administratively practicable due to events beyond the control of the Participant or his or her Beneficiary, a payment will be treated as made on the specified date for purposes of Code Section 409A if the payment is made during the first calendar year in which the calculation of the amount of the payment is administratively practicable.

VIII    DEATH BENEFITS.

8.1. Death Prior to Commencement of Benefits. If a Participant dies prior to commencement of payment of his or her Account under Section 7.2 or 7.3, the

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Participant’s Beneficiary shall receive a survivor benefit in an amount equal to the Participant’s Account balance (including the amount of any unpaid installments that had commenced pursuant to Section 7.1) to be paid in a single lump sum as soon as practicable following the Participant’s death. Distributions made under this Section 8.1 must be made on a Valuation Date within 90 days following the Participant’s death, and the Beneficiary shall not have any right to designate the year of payment.

8.2. Death After Commencement of Benefits. If a Participant incurs a Separation from Service or incurs a Disability prior to a Separation from Service, has commenced payments in installments, and dies prior to the time his or her Account balance has been fully distributed, the Participant’s Beneficiary shall receive the remaining portion of the Participant’s Account at the regularly-scheduled date of payment for any remaining installment payments of the Participant’s Account.

IX     ADMINISTRATION.

9.1. Authority of Administrator. The Administrator shall have full power and authority to carry out the terms of the Plan, including, subject to the provisions of Section 1.4, the discretionary authority to construe and interpret the Plan, make factual findings, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder. The Administrator may establish such rules and regulations as it may consider necessary or desirable for the effective and efficient administration of the Plan. The Administrator’s interpretation, construction and administration of the Plan, including any adjustment of the amount or recipient of the payments to be made, shall be binding and conclusive on all persons for all purposes. Neither the Company, including its officers, members or directors, nor the Administrator or the Board or any member thereof, shall be liable to any person for any action taken or omitted in connection with the interpretation, construction and administration of the Plan.

9.2. Participant’s Duty to Furnish Information. Each Participant shall furnish to the Administrator such information as it may from time to time request for the purpose of the proper administration of this Plan.

9.3. Interested Member of Administrator. If a member of the Administrator is also a Participant in the Plan, he or she may not decide or determine any matter or question concerning his or her benefits unless such decision or determination could be made by him or her under the Plan if he or she were not a member of the Administrator.

9.4. Indemnification. No person (including any present or former member of the Administrator, and any present or former officer or member of the Company or any Affiliate) shall be personally liable for any act done or omitted to be done in good faith in the administration of the Plan. Each present or former officer or member of the Company or any Affiliate to whom the Administrator has delegated any portion of its responsibilities under the Plan and each present or former member of

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the Administrator shall be indemnified and saved harmless by the Company (to the extent not indemnified or saved harmless under any liability insurance or other indemnification arrangement with respect to the Plan) from and against any an all claims of liability to which they are subjected by reason of any act done or omitted to be done in good faith in connection with the administration of the Plan, including all expenses reasonably incurred in their defense if the Company fails to provide such defense. No member of the Administrator shall be liable for any act or omission of any other member of the Administrator, nor for any act or omission upon his own part, excepting his own willful misconduct or gross neglect.

9.5. Claims Procedure. If a Participant or Beneficiary (“Claimant”) is denied all or a portion of an expected benefit under this Plan for any reason, he or she (or his or her representative who is authorized in writing by the Claimant to act on his or her behalf) may file a claim with the Administrator or its delegate (“Claims Administrator”) in the form and manner prescribed by the Administrator. The Claims Administrator shall notify the Claimant of its decision within 90 days of receipt of the claim, unless the Claimant receives written or electronic notice from the Claims Administrator prior to the end of the 90-day period stating that special circumstances require an extension (of up to 90 additional days) of the time for decision. The extension notice shall indicate those special circumstances and the date by which the Claims Administrator expects to render its decision. The notice of the decision shall be in writing and sent by mail to Claimant’s last known address (or sent electronically).

(a) If the claim is denied, a notice of a denial of the claim, shall contain the following information: (i) the specific reasons for the denial; (ii) reference to specific provisions of the Plan on which the denial is based; (iii) if applicable, a description of any additional information or material necessary to perfect the claim and an explanation of why such information or material is necessary; and (iv) an explanation of the claims review procedure including the time limits applicable to such procedures; and (v) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following a final adverse benefit determination.

(b) A Claimant (or his or her representative who is authorized in writing by the Claimant to act on his or her behalf) is entitled to request a review of any denial of his or her claim by the Board or its delegate (“Appeals Administrator”). The request for review must be submitted within 60 days of receipt of the denial and in the form and manner prescribed by the Appeals Administrator. The Claimant shall be entitled to submit comments, documents, records and other information orally and in writing. The Appeals Administrator’s review shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Claimant shall be provided, upon request and free of charge, reasonable access to, or copies of, all documents, records and other information relevant to

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Claimant’s claim. The Appeals Administrator shall render a review decision within 60 days after receipt of a request for a review, provided that, in special circumstances the Appeals Administrator may extend the time for decision by not more than 60 days upon notice to the Claimant. The extension notice shall indicate those special circumstances and the date by which the Appeals Administrator expects to render its review decision. The Claimant shall receive written or electronic notice of the Appeals Administrator’s review decision.

(c) If the claim is denied on review, the notice of the denial shall contain the following: (i) the specific reasons for the decision; (ii) reference to the specific provisions of the Plan on which the denial is based; (iii) a statement that the Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim; and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

9.6. Special Procedure for Disability Claims. Notwithstanding Section 9.5, to the extent a claim for benefits due to a Disability requires the Claims Administrator or the Appeals Administrator, as applicable, to make a determination of Disability under the terms of the Plan, then any such claim submitted on or after April 2, 2018 (a “Disability Claim”) shall be subject to all of the rules described in Section 9.5, except as expressly modified by this Section 9.6.

(a) An initial decision on a Disability Claim shall be made within 45 days of the Plan’s receipt of such claim, unless matters beyond the control of the Claims Administrator require additional time, in which case the Claims Administrator shall notify the Claimant before the end of the initial 45-day period of an extension of up to 30 days. If necessary due to matters beyond the control of the Claims Administrator, the Claims Administrator may notify the Claimant, prior to the end of the initial 30-day extension period, of a second extension of up to 30 days. If an extension is required due to the Claimant’s failure to supply the necessary information, then the notice of extension shall describe the additional information required and the Claimant shall have 45 days to provide such additional information. Moreover, the period for making the determination shall be tolled from the date the notification of extension was sent out until the Claimant responds to the request for additional information. No additional extensions may be made, except with the Claimant’s voluntary consent. The extension notice shall indicate the reason(s) requiring the extension of time and the date by which the Claims Administrator expects to render its decision.

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(b) The Claims Administrator shall provide notice of a denial of the Disability Claim, in a culturally and linguistically appropriate manner consistent with Department of Labor Regulation Section 2560.503-1(o). Such notice shall contain the information described in Section 9.5(a), subject to the following:

(i) The denial notice shall include any internal rule, guideline, protocol, standard or other similar criterion relied upon in making the adverse determination or, alternatively, shall state that such criterion does not exist.

(ii) The denial notice shall include a discussion of the Claims Administrator’s decision, including an explanation of the Claims Administrator’s basis for disagreeing with or not following:

(A) The views presented by the Claimant to the Plan of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;

(B) The views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a Claimant’s denial without regard to whether the advice was relied upon in making the benefit determination; and

(C) A disability determination regarding the Claimant presented by the Claimant to the Plan made by the Social Security Administration.

(iii) The denial notice also shall include a statement that the Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Disability Claim.

(iv) If the denial was based on a medical necessity or experimental treatment or similar exclusion or limit, the denial notice also shall include either an explanation of the scientific or clinical judgement for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

(c) Any Claimant whose Disability Claim is denied in whole or in part, may appeal the denial by submitting to the Appeals Administrator a request for a review of the denial within 180 days after receiving notice of the denial. Any individual appointed to review the claim shall consider the appeal de novo, without any deference to the initial benefit denial. The review shall not include any person who participated in the initial benefit denial or who is the subordinate of a person who participated in the initial benefit denial.

(d) If the initial denial was based in whole or in part on a medical judgment, then the Appeals Administrator shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial benefit determination nor is the subordinate of any person who was consulted in connection with that determination.

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(e) A decision on review shall be made no later than 45 days after receipt of a timely request for review, unless special circumstances require an extension of time for processing. If an extension is required, the Claimant shall be notified before the end of the initial 45-day period. The extension notice shall indicate those special circumstances and the date by which the Appeals Administrator expects to render its decision. A decision shall be given as soon as possible, but not later than 90 days after receipt of the request for review. Notwithstanding the foregoing:

(i) Before any denial on review may be issued, the Appeals Administrator shall provide the Claimant, free of charge, with any new or additional evidence considered, relied upon, or generated in connection with the Disability Claim; and

(ii) Before any denial on review based on a new or additional rationale may be issued, the Appeals Administrator shall provide the Claimant, free of charge, with the additional rationale.

Any evidence or rationale required to be provided pursuant to subparagraphs (i) or (ii) of this paragraph (e), must be provided as soon as possible and sufficiently in advance of the date on which the denial notice is required to be provided under this Section 9.6(e) to give the Claimant a reasonable opportunity to respond prior to that date.

(f) The Appeals Administrator shall provide a notice of a denial of the Disability Claim on review, in a culturally and linguistically appropriate manner consistent with Department of Labor Regulation Section 2560.503-1(o). Such notice shall contain the information described in Section 9.5(c), subject to the following:

(i) Any denial notice on review shall include the specific internal rule, guideline, protocol, standard or other similar criterion relied upon in making the adverse determination or, alternatively, shall state that such criterion does not exist.

(ii) Any denial notice on review also shall include a discussion, including an explanation of the Appeals Administrator’s basis for disagreeing with or not following:

(A) The views presented by the Claimant to the Plan of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;

(B) The views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a Claimant’s denial, without regard to whether the advice was relied upon in making the benefit determination; and

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(C) A disability determination regarding the Claimant presented by the Claimant to the Plan made by the Social Security Administration.

(iii) The statement of the Claimant’s right to bring an action under Section 502(a) of ERISA described in Section 9.5(c)(iv) shall also describe any contractual limitations period that applies to the Claimant’s right to bring such an action, including the calendar date on which the contractual limitations period expires for the Disability Claim.

(iv) If the denial on review was based on a medical necessity or experimental treatment or similar exclusion or limit, the denial notice also shall include either an explanation of the scientific or clinical judgement for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

(g) The Appeals Administrator also shall identify any medical or vocational expert whose advice was obtained on behalf of the Appeals Administrator in connection with the denial, without regard to whether the advice was relied upon in making the benefit determination.

(h) If the Plan fails to strictly adhere to all of the requirements of Section 9.5 or 9.6 with respect to any Disability Claim, the Claimant will be deemed to have exhausted the Plan’s claims and review procedure for purposes of Section 9.6(i). If the Claimant chooses to pursue remedies available under Section 502(a) of ERISA under such circumstances, the Disability Claim is deemed denied on review without the exercise of discretion by an appropriate fiduciary. Notwithstanding the foregoing, the Plan’s claims and review procedure will not be deemed exhausted based on de minimis violations that do not cause, and are not likely to cause, prejudice or harm to the Claimant, provided that the violations (i) were for good cause or due to matters beyond the Plan’s control, (ii) occurred in the context of an ongoing, good faith exchange of information between the Plan and the Claimant, and (iii) were not part of a pattern or practice of Plan violations. The Claimant may request a written explanation of such violations from the Plan, and within 10 days of the Claimant’s request, the Plan shall provide such explanation, including a specific description of the bases, if any, for asserting that the violations should not cause the Plan’s claims and review procedure to be deemed exhausted. If a court rejects the Claimant’s request for immediate review on the basis of exhaustion under this Section 9.6(h), the Disability Claim shall be considered as re-filed for review upon the Plan’s receipt of the court’s decision. Within a reasonable time after the receipt of the court’s decision, the Plan shall provide the Claimant with notice of the resubmission.

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(i) No action in law or equity may be brought with respect to any Disability Claim unless and until the applicable claims and review procedures under the Plan have been exhausted.

X     AMENDMENT AND TERMINATION.

The Board may amend or terminate the Plan at any time. Upon termination of the Plan, Participant Account balances shall remain in the Plan until the Participant becomes eligible for benefit payments as provided in Article VII or VIII, as applicable. Notwithstanding the foregoing, the Administrator, in its discretion, may elect to distribute Participants’ Account balances following termination of the Plan, in which case the entire vested Account balances of all Participants shall be distributed, notwithstanding any installment payment elections made by Participants, to the extent acceleration of the time and form of payment is permitted under Code Section 409A and the regulations and guidance issued thereunder.

XI     MISCELLANEOUS.

11.1. No Implied Rights; Rights on Termination of Service. Neither the establishment of the Plan nor any amendment thereof shall be construed as giving any Participant, Beneficiary or any other person, individually or as a member of a group, any legal or equitable right unless such right shall be specifically provided for in the Plan or conferred by specific action of the Board or the Administrator in accordance with the terms and provisions of the Plan. Except as expressly provided in this Plan, neither the Company nor any of its Affiliates shall be required or be liable to make any payment under the Plan.

11.2. No Right to Continued Service. Nothing herein shall constitute a contract of employment or of continuing service or in any manner obligate the Company or any Affiliate to continue the services of any Participant, or obligate any Participant to continue in the service of the Company or Affiliates, or as a limitation of the right of the Company or Affiliates to discharge any of their members, with or without cause.

11.3. Nature of the Plan.

(a) Unfunded Plan. Nothing herein contained shall require or be deemed to require the Company to segregate, earmark or otherwise set aside any funds or other assets to provide for any payments made hereunder. Benefits hereunder shall be paid from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Company and its Affiliates. The obligations of the Company hereunder shall be an unfunded and unsecured promise to pay money in the future. However, the Company may establish one or more trusts to assist in meeting its obligations under the Plan, the assets of which shall be subject to the claims of the Company’s general creditors. No current or former Participant, Beneficiary or other person, individually or as a member of a group, shall have any right, title or interest in any account, fund, grantor trust, or any asset that may be acquired by the Company in respect of its obligations under the Plan (other than as a general creditor of the Company with an unsecured claim against its general assets).

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(b) Exception for Change in Control. Notwithstanding the provisions of paragraph (a) of this Section 11.3, the Company shall create a rabbi trust to hold funds to be used in payment of the obligations of the Company under the Plan, which trust shall not be funded except as provided in the following sentence. In the event of a Change in Control (or prior thereto in the sole discretion of the Company), the Company shall fund such trust in an amount equal to not less than the total value of the Participants’ Accounts under the Plan as of the Valuation Date immediately preceding the Change in Control, provided that: (i) any funds contained therein shall remain subject to the claims of the Company’s general creditors; and (ii) such action will not result in the imposition of additional tax under Section 409A(b)(5) of the Code. In addition, upon a Change in Control, the trust by its terms shall become irrevocable.

11.4. Nontransferability. Prior to payment thereof, no benefit under the Plan shall be assignable or subject to any manner of alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind, except pursuant to a domestic relations order awarding benefits to an “alternate payee” (within the meaning of Code Section 414(p)(8)) that the Administrator determines satisfies the criteria set forth in paragraphs (1), (2) and (3) of Code Section 414(p) (a “DRO”). Notwithstanding any provision of the Plan to the contrary, to the extent required by the DRO the Plan benefits awarded to an alternate payee under a DRO may be paid in a single lump sum to the alternate payee on the Valuation Date as soon as administratively practicable following the date the Administrator determines the order is a DRO, and such amounts, as adjusted for earnings, gains and losses, will be deducted from the Participant’s Account as of such Valuation Date.

11.5. Successors and Assigns. The rights, privileges, benefits and obligations under the Plan are intended to be, and shall be treated as legal obligations of and binding upon the Company, its successors and assigns, including successors by merger, consolidation, reorganization or otherwise.

11.6. Payment with Respect to Incapacitated Persons. Any amounts payable hereunder to any person who is a minor or under a legal disability, as determined under applicable state law, or who is unable to manage properly his or her financial affairs may be paid (a) to the legal representative of such person, (b) to anyone acting as the person’s agent under a durable power of attorney, (c) to an adult relative or friend of the person or (d) to anyone with whom the person is residing. Any payment of a benefit made in accordance with the provisions of this section shall be a complete discharge of any liability for the making of such payment under the Plan. The Administrator’s reliance on the written power of attorney or other instrument of agency governing a relationship between the person entitled to benefit the person to whom the Administrator directs payment of the benefit shall be fully

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protected at least to the same extent as though the Administrator had dealt directly with the person entitled to the benefit as a fully competent person. In the absence of actual knowledge to the contrary, the Administrator may assume that the instrument of agency was validly executed, that the person was competent at the time of execution and that at the time of reliance, the agency had not been terminated or amended.

11.7. Arbitration. Any controversy or claim arising out of or relating to this Plan (other than a Disability Claim), or breach hereof, shall be settled by arbitration in the City of Chicago in accordance with the laws of the State of Illinois with an arbitrator appointed by the Company; provided, however, that with respect to any claim subject to Section 9.5, the individual must have exhausted the claims and review procedure set forth in such Section 9.5 before submitting the claim to arbitration under this Section 11.7. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of an arbitrator. The arbitrator’s determination shall be final and binding upon all parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

11.8. Gender and Number. Except when otherwise indicated by the context, words in the masculine gender shall include the feminine and neuter genders, the plural shall include the singular, and the singular shall include the plural.

11.9. Headings. The headings of the various Articles and Sections in the Plan are solely for convenience and shall not be relied upon in construing any provisions hereof. Any reference to a Section shall refer to a Section of the Plan unless specified otherwise.

11.10. Severability. Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but it any provision of the Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and the Plan shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the Company under the Plan.

11.11. Effect on Other Employee Benefit Plans. Any benefit paid or payable under this Plan shall not be included in a Participant’s compensation for purposes of computing benefits under any employee benefit plan maintained or contributed by the Company or any Affiliate except as may otherwise be required under the specific terms of such employee benefit plan.

11.12. Non-U.S. Participants. With respect to any Participant who resides outside the United States and provides services to any Affiliate, and notwithstanding anything herein to the contrary, the Administrator may, in its sole discretion, amend the terms of the Plan in order to conform such terms with the requirements of local law or to meet the objectives of the Plan, and may, where appropriate, establish one or more sub-plans to reflect such amended provisions.

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11.13. Applicable Law. This Plan is established under and will be construed according to the laws of the State of Illinois, to the extent not preempted by the laws of the United States.

*            *             *

IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed this ______ day of _________________, 2018.

WOODWARD, INC.

By:

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EX-5.1

EXHIBIT 5.1

September 28, 2018

Woodward, Inc.

1081 Woodward Way

Fort Collins, Colorado 80524

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 550,000 shares of common stock, $0.001455 par value (“Common Stock”), of Woodward, Inc., a Delaware corporation (the “Company”), pursuant to the Woodward Executive Benefit Plan (the “Plan”) and $20,000,000 in aggregate amount of deferred compensation obligations (the “Obligations”) of the Company pursuant to the Plan.

We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination, we are of the opinion that the 550,000 shares of Common Stock to be issued by the Company pursuant to the Plan after the filing of this Registration Statement on Form S-8 (the “Registration Statement”) are validly authorized shares of Common Stock, and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable. In addition, we are of the opinion that the $20,000,000 of Obligations to be issued by the Company pursuant to the Plan after the filing of the Registration Statement are binding obligations of the Company, and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated November 10, 2017, relating to the consolidated financial statements of Woodward, Inc. and subsidiaries and the effectiveness of Woodward Inc. and subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 10-K of Woodward, Inc. and subsidiaries for the year ended September 30, 2017.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

September 28, 2018

EX-23.2

Exhibit 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 17, 2018, relating to the statement of assets acquired and liabilities assumed of the acquired L’Orange business appearing in the Current Report on Form 8-K/A of Woodward, Inc. and subsidiaries as of June 1, 2018.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

September 28, 2018