EXHIBIT A AMENDED AND RESTATED WOODWARD, INC. 2017 OMNIBUS INCENTIVE PLAN
SECTION 8.
RESTRICTED STOCK UNITS
8.1
Grant of Restricted Stock Units
. Subject to the limits of Section 5 and the
other terms and conditions of the Plan, the Administrator, at any time and from time, may grant Restricted Stock Units to Service Providers in such amounts as the Administrator, in its sole discretion, determines.
8.2
Award Agreement
. Each Award of Restricted Stock Units will be evidenced by an Award
Agreement that will specify the number of Restricted Stock Units, the vesting criteria of the Award, the form of payout of the Award, which, subject to Section 8.5, may be left to the discretion of the Administrator, and such other terms and
conditions of the Award as the Administrator, in its sole discretion, determines, provided that such terms and conditions are otherwise consistent with the terms and conditions of the Plan.
8.3
Vesting Criteria and Other Terms
. The Administrator will set vesting criteria in
its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of
Company-wide,
divisional, business unit, or individual goals (including, but not limited to, continued status as a Service Provider), applicable federal or state securities laws or any other basis determined by the
Administrator in its sole discretion.
8.4
Earning Restricted Stock Units
. Upon
meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, subject to the vesting limitations in Section 5.3, at any time after the grant of
Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
8.5
Form and Timing of Payment
. Payment of earned Restricted Stock Units will be made
as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement (including after satisfaction of all Tax Obligations with respect thereto). The Administrator, in its sole discretion, may pay earned
Restricted Stock Units in cash, Shares, or a combination of both.
8.6
Cancellation
. On the date set forth in the Award Agreement, all unearned Restricted
Stock Units will be forfeited to the Company.
8.7
Section 162(m) Performance
Restrictions
. For purposes of qualifying grants of Restricted Stock Units as
performance-based
compensation under Section 162(m), the Administrator, in its discretion, may set
restrictions based upon the achievement of Performance Goal(s). The Performance Goal(s) will be set by the Administrator on or before the Determination Date. In granting Restricted Stock Units which are intended to qualify under Section 162(m),
the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) (e.g., in determining the Performance Goal(s)).
SECTION 9.
STOCK APPRECIATION RIGHTS
9.1
Grant of Stock Appreciation Rights
. Subject to the limits of Section 5 and the
other terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Stock Appreciation Rights to Service Providers in such amounts as the Administrator, in its sole discretion, determines.
9.2
Award Agreement
. Each Stock Appreciation Right grant will be evidenced by an Award
Agreement that will specify the Exercise Price of the Stock Appreciation Right, the term of the Stock
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