EX-10.43 3 mooginc2025lti-restricteds.htm EX-10.43
MOOG INC. 2025 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD TERMS AND CONDITIONS
THIS RESTRICTED STOCK UNIT AWARD, effective as of the date of grant specified within the grant details relating to this Award set forth on the stock plan administration platform (the “Grant Date”), is between MOOG INC. (“Moog” and, together with its Subsidiaries, the “Company”), and the named employee of the Company (the “Employee”) pursuant to the Moog Inc. 2025 Long Term Incentive Plan (the “Plan”).
WHEREAS, Moog wishes to grant, and the Employee wishes to receive, this RSU Award as an incentive for the Employee to continue in the service of the Company;
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in these terms and conditions and within the grant details relating to this Award set forth on the stock plan administration platform (together the “Agreement”), the Employee and Moog hereby agree as follows:
1.Grant of Award.
Moog hereby grants to the Employee the number of RSUs specified within the grant details relating to this Award set forth on the stock plan administration platform (the “Award”). Subject to the vesting and other terms and conditions of the Agreement and the Plan, the Award represents the right to receive, as of each applicable Vesting Date, one share of Class B Common Stock (or an equivalent cash amount) for each RSU that becomes vested as of the applicable Vesting Date.
Unless otherwise defined in this Agreement, the terms used in this Agreement have the meanings given them in the Plan.
2.Vesting; Settlement.
(a)Vesting Dates. Subject to the Employee remaining continuously employed by the Company through each applicable Vesting Date, the Award will become vested as to one-third of the total number of RSUs subject to the Award annually over three (3) years on the fifteenth (15 th) of November beginning in the calendar year following the Grant Date (each date being a “Vesting Date”). If the Employee’s employment with the Company terminates for any reason prior to a Vesting Date, the unvested portion of the Award will be automatically forfeited on the Employee’s termination date. For the avoidance of doubt, if the Employee is employed by a Subsidiary of Moog and the Subsidiary ceases to be a Subsidiary of Moog, then, subject to Section 3 below, the Employee will be treated as incurring a termination of employment and automatically forfeit the unvested portion of the Award as of the date the Subsidiary ceases to be a Subsidiary of Moog.
(b)Settlement. As soon as practicable, but in no event later than 30 days, following each Vesting Date, Moog will issue to the Employee, one share of Class B Common Stock in respect of each RSU having vested on the relevant Vesting Date. Issuance of the shares of Class B Common Stock (“Shares”) will be subject to Sections 4 and 7 below. Provided,

however, Moog reserves the right, at its discretion, to settle vested amounts in cash rather than issue Shares.
3.Effect of Change in Control.
The effect of a Change in Control on the Award will be as set forth in Section 12 of the Plan.
4.Tax Withholding.
As a condition of this Award, the Employee agrees to pay or make arrangements for the payment to the Company of the amount of any and all federal, state, local and foreign income and employment taxes that the Company determines it is required by law to withhold with respect to this Award. Payment will be due on the date the Company is required to withhold such taxes. Unless the Employee elects to make a cash payment to the Company in an amount sufficient to satisfy the withholding requirement, then, notwithstanding Section 7(c), the Company will satisfy the withholding requirement in accordance with Section 18 of the Plan by withholding from delivery to the Employee, Shares having a value equal to the amount of tax required to be withheld. The Company will provide procedures for Employees electing to make a cash payment to satisfy the withholding requirement.
5.Dividend Equivalents.
No dividend equivalents will be issued to the Employee with respect to the Award.
6.Rights as Shareholder.
Neither the Employee nor any transferee has any rights as a shareholder with respect to any Shares covered by or relating to this Award until the date the Employee or transferee becomes the holder of record of the Shares.
7.Additional Conditions to Issuance of Stock.
(a)Compliance with Laws and Regulations. Moog is not obligated to issue or deliver any Shares to the Employee under this Award unless and until Moog is advised by its counsel that the issuance and delivery of the Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of the securities exchange or automated quotation system on which shares of Company Stock are listed.
(b)Right of First Refusal. The Employee acknowledges and agrees that the Shares issued with respect to the Award are subject to repurchase under a right of first refusal in favor of Moog or any assignee of Moog, as set forth in Moog’s Right of First Refusal Policy, as it may be amended from time to time (the “First Refusal Policy”). The repurchase of Shares under the First Refusal Policy may be effected by the payment to the Employee, or to the Employee’s beneficiary or estate, as the case may be, of the value of the Shares as determined under the First Refusal Policy, a copy of which has been provided to the Employee.

(c)Holding Period for Shares. The Employee acknowledges and agrees that the Shares issued with respect to the Award are subject to a holding period requirement whereby the Employee (or the Employee’s beneficiary or estate, as the case may be) may not sell or otherwise dispose of the Shares until 12 months following the date of issuance of the Shares.
(d)Restrictions on Transferability. Any stock certificates evidencing the Shares issued with respect to the Award may include one or more legends that set forth such restrictions on transferability as may apply to the Shares under this Section and the Plan. Alternatively, such restrictions may be enforced through such other methods as may be determined by Moog in its sole discretion, including by restrictions on electronic transfers from accounts.
8.Electronic Delivery.
Moog may, in its sole discretion, decide to deliver any documents related to the Award or any future awards under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by Moog or another third party designated by Moog.
9.Agreement Severable.
If any provision in this Agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
10.Governing Law.
Except to the extent preempted by an applicable federal law, the Plan and this Agreement will be construed and administered in accordance with the laws of the State of New York, without reference to the principles of conflicts of laws thereunder.
11.Non-Transferability of the Award.
This Award may not be transferred in any manner other than by will or by the laws of descent or distribution. Any purported transfer in violation of the preceding sentence will be void and of no effect.
12.Binding Effect.
This Agreement is binding upon, and inures to the benefit of, the respective successors, assigns, heirs, executors, administrators and guardians of the parties covered by the Agreement.

13.Tax Consequences.
The Employee acknowledges that this Award will have tax consequences to the Employee and that any and all such tax consequences are the sole responsibility of the Employee. The Employee should consult a tax adviser before accepting this Award or disposing of any Shares.
14.Risks.
The Employee is advised that the value of any Shares acquired upon the vesting and settlement of the Award will fluctuate as the trading price of the Shares fluctuates. The Employee exclusively accepts all risks associated with a decline in the market price of the Shares and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, the Employee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, the Employee for such purpose.
15.Effect of Agreement.
The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with its terms and provisions (and has had an opportunity to obtain advice regarding this Award), and accepts this Award and agrees to be bound by its contractual terms as set forth in this Agreement and in the Plan. The Employee agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any questions relating to this Award. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by Moog at any time in accordance with its terms. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan will prevail. Modifications to this Agreement may be made only in a written agreement executed by a duly authorized officer of Moog. The Employee agrees at all times to abide by, and acknowledges that this Award is subject to, all applicable policies of the Company, including the Company’s insider trading policies and any recoupment or clawback policy, as may exist from time to time.
16.No Right to Employment.
Nothing in this Agreement or the Plan confers upon the Employee any right to continued employment with the Company for any period of time, nor does it interfere in any way with the Employee’s right or the Company’s right to terminate the employment relationship at any time, for any reason, with or without cause.

17.Section 409A.
The Award granted under this Agreement is intended to comply with or to be exempt from Section 409A of the Internal Revenue Code of 1986 (the “Code”) and will be construed accordingly. However, the Company will not be liable to the Employee or any beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code. All terms of this Agreement that are undefined or ambiguous must be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A.
18.Data Privacy.
The Employee acknowledges and explicitly consents to the collection, use, storage and transfer of certain personal information for the purpose of managing and administering the Award under the Plan and this Agreement. Specifically, the Company will process information about the Employee, including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity awards granted, cancelled, purchased, vested, unvested or outstanding in the Employee’s favor under the Plan and any other long term equity incentive plan of the Company (“Personal Data”). The Employee understands that the Company will transfer Personal Data to any third parties assisting the Company in the implementation, administration and management of the Award.
These third-party recipients may be located in the United State or elsewhere. The Employee consents to and authorizes the transfer, receipt, possession, use and retention of Personal Data by third parties, in electronic or other form, for the purposes of implementing, administering and managing the Award. The Employee may, at any time, review Personal Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Employee’s ability to participate in the Plan and receive Shares upon vesting of the Award.
19.Appendix A: Non-U.S. Employees.
Notwithstanding any other provision in this Agreement, with respect to any Employee residing in or relocating to a country other than the United States, the Award under this Agreement will be subject to such other special terms and conditions set forth for that country in the attached Appendix A as Moog determines necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
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APPENDIX A
ADDITIONAL TERMS AND CONDITIONS OF THE
MOOG INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
NON-U.S. EMPLOYEES
Terms and Conditions
This Appendix includes special terms and conditions applicable to the Employee if the Employee resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement.
Canada
Termination of Employment. For purposes of Section 2(a), the date of the Employee’s termination of employment will be the date of termination specified in the written termination notification from the Company. Neither any period of notice nor any payment in lieu thereof upon termination of employment will be considered as extending the period of employment for the purposes of this Plan.
Germany
Termination of Employment. For purposes of this Agreement, the date of termination of employment will be:
–if the employment relationship is terminated by notice (Kündigung) of either party, the date when notice of termination is given, irrespective of the duration of any applicable notice period, and, if the Employee is a managing director, alternatively the date when notice of termination of the office as managing director (revocation or resignation) is given, whichever is earlier;
–if the employment relationship or the office as managing director is terminated by mutual agreement, the date when the termination agreement is concluded;
–in all other cases, the date when the employment relationship comes to its legal end.
Taxes. In the event of a conflict between the requirements of German tax law regarding wage tax and the provisions of this Agreement, the requirements of German tax law shall prevail.
No Right to Future Participation. Participation in the Plan and acceptance of this Award does not confer upon the Employee any right to participate in the Plan at any time in the future either at all or on any particular basis.

United Kingdom
No Right to Future Participation. Participation in the Plan and acceptance of this Award does not (a) confer upon the Employee any right to participate in the Plan at any time in the future either at all or on any particular basis; or (b) afford to the Employee any additional right to compensation on the termination of his or her employment which would not have existed had the Plan not existed. Accordingly, the Employee will waive any rights to compensation or damages in consequence of the termination of his or her employment with the Company for any reason whatsoever insofar as these rights arise or may arise from him or her ceasing to have rights under or be entitled to any Award under the Plan as a result of such termination or from the loss or diminution in value of such rights and/or entitlements, notwithstanding any provision to the contrary in his or her contract of employment.