EX-10.46 6 mooginc2025lti-performance.htm EX-10.46
MOOG INC. 2025 LONG TERM INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD TERMS AND CONDITIONS
THIS PERFORMANCE 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, a performance-based Restricted Stock Unit as an incentive for the Employee to continue in the service of the Company; and
WHEREAS, the Employee is an officer 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 PSUs.
Moog hereby grants to the Employee an Award of the number performance-based Restricted Stock Units specified within the grant details relating to this Award set forth on the stock plan administration platform (the “PSUs”). Each PSU represents the right to receive one share of Class B Common Stock (a “Share”) (or the equivalent cash amount) on the applicable settlement date, subject to the fulfillment of the vesting and performance requirements and other terms and conditions set forth in this Agreement, including the attached Appendices A and B, and the Plan, which are incorporated into and made a part of this Agreement.
Unless otherwise defined in this Agreement, the terms used in this Agreement have the meanings given them in the Plan.
2.Earned and Vested Shares; Settlement.
(a)Right to Receive Shares. The number of PSUs granted under this Agreement (the “Target Number of PSUs”) represents a target number of Shares that may be earned, based upon satisfaction of the target performance goals as set forth in Appendix A (“Performance Goals”). The actual number of PSUs earned and vested may be greater or less than the Target Number of PSUs, or even zero, and will be determined based on the actual performance level achieved in accordance with Appendix A. Unless and until the PSUs have vested, the Employee will have no right to payment of any such PSUs.

(b)Earning and Vesting. The PSUs granted under this Agreement will vest on the last day of the Performance Period designated for this Award, subject to achievement of the Performance Goals set forth in Appendix A and to the provisions of Sections 3 and 4 below. The “Performance Period” for this Award is the three consecutive fiscal years of Moog set forth in Appendix A that begins on the first day of the fiscal year in which the grant is made (“Beginning Date”) and ends on the last day of the third fiscal year following the Beginning Date (the “End Date”). The actual number of PSUs earned as of the End Date will be based upon the performance level achieved with respect to the Performance Goals and will be determined by multiplying the Target Number of PSUs by the Payout Percentage achieved in accordance with Appendix A.
(c)Employment Requirement; Forfeiture. Unless otherwise provided in Sections 3 and 4, (i) the Employee will not vest in the PSUs unless the Employee has been continuously employed by the Company from the Grant Date through the End Date, and (ii) all PSUs that have not been earned as of the End Date, because the Performance Goals established in Appendix A have not been satisfied with respect to the Performance Period, will be forfeited on the close of business on the End Date.
(d)Settlement. Subject to Section 3, as soon as practicable, but no later than 90 days, following the End Date, Moog will issue to the Employee (or to his or her beneficiary or estate, as the case may be) on the applicable settlement date, one whole Share (or the cash equivalent) for each earned PSU not previously forfeited or terminated. Issuance of the Shares will be subject to Sections 5 and 8 below.
3.Effect of Termination of Employment.
(a)Terminations Before End Date. If the Employee’s employment with the Company terminates before the End Date, the following vesting and forfeiture provisions will apply:
(i)General Rule. Unless otherwise provided below, if the Employee’s employment with the Company terminates for any reason prior to the End Date, all of the Employee’s PSUs will be forfeited and the Employee will have no further rights to earn or vest in the PSUs granted under this Agreement. 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, except as otherwise provided 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.
(ii)Terminations on or After Age 65 or Age Plus Service of 90 and the First Anniversary of the Beginning Date. Notwithstanding the general rule in Section 3(a)(i), but subject to Section 4, if
(1)the Employee’s employment with the Company terminates on or after the first anniversary of the Beginning Date,

(2)at the time of the Employee’s termination of employment, either (x) the Employee has attained age 65, or (y) the combined total of the Employee’s age and Years of Service (as defined below) equals at least 90 and the Employee has continuously served as an officer of the Company from the Grant Date through the date of termination, and
(3)the termination is for any reason (including retirement, Disability, resignation, or involuntary termination without Cause) other than on account of death or termination by the Company for Cause, the PSUs subject to this Award will not be forfeited, but will remain available to be earned, subject to actual achievement of the Performance Goals.
The earned and vested PSUs will be settled under the general provisions of Section 2 as soon as practicable, but no later than 90 days, following the End Date, based upon the actual performance level achieved during the Performance Period, as certified by the Committee. The actual number of PSUs earned as of the End Date will be determined by multiplying the Target Number of PSUs by the Payout Percentage determined in accordance with Appendix A.
For purposes of determining the Employee’s Years of Service under Section 3(a)(ii)(2)(y), “Year of Service” will have the meaning set forth in the SERP portion of the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan (the “DB SERP”), as in effect on the Grant Date, without regard to whether the Employee is actually a participant in the DB SERP.
(iii)Termination on Account of Death. Notwithstanding the general rule in Section 3(a)(i), if the Employee’s employment with the Company terminates before the End Date on account of death, to the extent the PSUs have not previously been forfeited or terminated, a prorated portion of the Target Number of PSUs granted to the Employee will immediately vest and be payable. The prorated portion of the PSUs vesting under this subsection will be determined based on the number of quarters the Employee performed services during the Performance Period (not including the quarter in which death occurs) as compared to the total number of quarters in the Performance Period. Settlements made on account of the Employee’s death will be made in accordance with Section 23 of the Plan as soon as practicable but no later than 90 days following the date of death.
(b)Other Terminations.
(i)Termination for Cause. If the Employee is terminated by the Company for Cause, whether before or after the End Date, all of the Employee’s PSUs, both vested and unvested, will be forfeited and the Employee will have no further rights to payment or settlement of PSUs under this Agreement or the Plan.
(ii)Termination On or After End Date. If the Employee’s employment terminates for any reason other than for Cause on or after the End Date but before some or all of the Employee’s PSUs have been settled, the termination will not affect settlement of those outstanding PSUs that have already been earned and vested.

4.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, with the following modifications:
(a)If the Change in Control does not represent a change in control event under Section 409A of the Code, then:
(i) for purposes of Section 12(a) of the Plan, where the Award is Assumed and the Employee either (A) incurs an involuntary termination for reasons other than Cause, or (B) terminates his or her employment for Good Reason, in each case during the two-year period beginning on the date of the Change in Control (a “Qualifying Termination”), the Award will vest in the manner set forth in Section 12(a) of the Plan on the date of the Employee’s Qualifying Termination but will not be settled into Shares (or the cash equivalent) until the time that the Award otherwise would have been settled had the Employee remained employed; and
(ii)for purposes of Section 12(c) of the Plan, where the Award is not Assumed, then the Award will vest in the manner set forth in Section 12(c) of the Plan but will not be settled into Shares (or the cash equivalent) until the time that the Award otherwise would have been settled had the Change in Control not occurred.
(b)If the Change in Control does represent a change in control event under Section 409A of the Code, then Section 12(a) and Section 12(c) of the Plan will apply to the Award in accordance with their respective terms.
(c)If (i) the Award is Assumed under Section 12(a) of the Plan in connection with a Change in Control, and (ii) during the two-year period commencing on the date of the Change in Control, the Employee incurs a termination otherwise described in Section 3(a)(ii) above, then the Employee will be treated as having incurred a Qualifying Termination for purposes Section 4(a) or Section 4(b) of this Agreement, as applicable, and Section 12(a) of the Plan.
5.Tax Withholding.
As a condition of this Award, the Employee agrees to pay or make arrangements for the payment to the Company of the amount of any and all federal, state, local and foreign income and employment taxes that the Company determines it is required by law to withhold with respect to the PSUs. 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 8(c) below, 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.

6.Dividend Equivalents.
No dividend equivalents will be issued to the Employee with respect to the PSUs granted under this Award.
7.Rights as Shareholder.
Neither the Employee nor any transferee has any rights as a shareholder with respect to any Shares covered by or relating to this Award until the date the Employee or transferee becomes the holder of record of the Shares.
8.Additional Conditions to Issuance of Stock.
(a)Compliance with Laws and Regulations. Moog is not obligated to issue or deliver any Shares to the Employee 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 PSUs are subject to repurchase under a right of first refusal in favor of Moog or any assignee of Moog, as set forth in the 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 PSUs 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 PSUs 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.
9.Electronic Delivery.
Moog may, in its sole discretion, decide to deliver any documents related to this 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.

10.Agreement Severable.
If any provision in this Agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
11.Governing Law.
Except to the extent preempted by an applicable federal law, the Plan and this Agreement will be construed and administered in accordance with the laws of the State of New York, without reference to the principles of conflicts of laws thereunder.
12.Non-Transferability of PSU.
This Award may not be transferred in any manner other than by will or by the laws of descent or distribution. Any purported transfer in violation of the preceding sentence will be void and of no effect.
13.Binding Effect.
This Agreement is binding upon, and inures to the benefit of, the respective successors, assigns, heirs, executors, administrators and guardians of the parties covered by the Agreement.
14.Tax Consequences.
The Employee acknowledges that this Award will have tax consequences to the Employee and that any and all such tax consequences are the sole responsibility of the Employee. The Employee should consult a tax adviser before accepting this Award or disposing of any Shares.
15.Risks.
The Employee is advised that the value of the PSUs and the Shares acquired upon settlement of the PSUs, if any, will fluctuate as the trading price of the Shares fluctuates. The Employee exclusively accepts all risks associated with a decline in the market price of the Shares and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, the Employee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, the Employee for such purpose.

16.Effect of Agreement.
The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with its terms and provisions (and has had an opportunity to obtain advice regarding this Award), and accepts this Award and agrees to be bound by its contractual terms as set forth in this Agreement and in the Plan. The Employee agrees to accept as binding, conclusive and final all decisions and interpretations of the 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.
17.No Right to Employment.
Nothing in this Agreement or the Plan confers upon the Employee any right to continued employment with the Company for any period of time, nor does it interfere in any way with the Employee’s right or the Company’s right to terminate the employment relationship at any time, for any reason, with or without cause.
18.Section 409A.
All PSUs granted under this Agreement are intended to comply with or to be exempt from Section 409A of the Internal Revenue Code of 1986 (the “Code”) and will be construed accordingly. However, the Company will not be liable to the Employee or any beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code. All terms of this Agreement that are undefined or ambiguous must be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A.
19.Data Privacy.
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.
20.Appendix B: Non-U.S. Employees.
Notwithstanding any other provision in this Agreement, with respect to any Employee residing in or relocating to a country other than the United States, the PSU Award under this Agreement will be subject to such other special terms and conditions set forth for that country in the attached Appendix B as 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
PSU GRANT: PERFORMANCE GOALS AND PAYOUT PERCENTAGE

Earned PSUs: | The actual number of PSUs earned and payable will be based on achievement of performance goals and may range from 0% to 200% of the Target Number of PSUs awarded under this Agreement.
Vesting: | PSUs awarded under this Agreement will vest on the last day of the Performance Period specified below, subject to achievement of the Performance Goals set forth in this Appendix A.
Performance Period: | The 3-year fiscal period beginning on [___________] and ending on [___________].
Manner of Payment: | Shares of Class B Common Stock.

The number of PSUs earned and vested for this Performance Period will be determined according to business performance in the following two areas – sales growth and operating margin. The measurement of these will be based on the cumulative sales and adjusted operating margins across the Performance Period.
For the purpose of this grant, on-target performance is defined as Moog achieving [$___ ] of sales during the Performance Period and [ ___ %] adjusted operating margin, measured as an average of the adjusted operating margin for each fiscal year during the Performance Period. [For illustrative purposes only, if the adjusted operating margin is [ ___ %] for fiscal year 1, [ ___ %] for fiscal year 2, and [ ___ %] for fiscal year 3, the adjusted operating margin for the Performance Period would be [ ___ %]] In the event that the cumulative sales and adjusted operating margin targets are both met, 100% of the Target Number of PSUs awarded under this Award will be earned and vested. The number of PSUs that are earned and vested depends on actual performance over the Performance Period, with each performance target carrying equal weighting, as set forth below, and will be determined under the following formula:
Earned and Vested PSUs = Payout Percentage x Target Number of PSUs.
The Payout Percentage is based on the achievement of the Performance Goals set forth for each performance target in the table below. Each performance target is measured independently and payment of a certain percentage of PSUs is not necessarily dependent on meeting both targets. The maximum percentage of PSUs that may be earned for achieving the maximum performance level for a single performance target is 100%, and the maximum number of PSUs that may be earned for achieving the maximum performance level for both performance targets is 200%.

Achievement between each performance level will be interpolated on a straight-line basis rounded to the nearest whole percentage; provided that if the actual performance level achieved for a performance target does not meet the Minimum Level, then the Payout Percentage for that performance target will be 0%.
The Target Number of PSUs may be prorated under certain circumstances in accordance with Section 3 of the Agreement.

Performance Level | Cumulative Sales Performance Goals ($ Million) | Payout Percentage (% of Target Number of PSUs Earned and Vested) | Cumulative Adjusted Operating Margin Performance Goals | Payout Percentage (% of Target Number of PSUs Earned and Vested)
Minimum | [$___ ] | 25% | [ ___ %] | 25%
Target | [$___ ] | 50% | [ ___ %] | 50%
Maximum | [$___ ] | 100% | [ ___ %] | 100%

APPENDIX B
ADDITIONAL TERMS AND CONDITIONS OF THE
MOOG INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT
NON-U.S. EMPLOYEES
Terms and Conditions
This Appendix B includes special terms and conditions applicable to the Employee if the Employee resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement.
Canada
Termination of Employment. For purposes of Section 3, the date of the Employee’s termination of employment will be the date of termination specified in the written termination notification from the Company. Neither any period of notice nor any payment in lieu thereof upon termination of employment will be considered as extending the period of employment for the purposes of this Plan.
Germany
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.
Termination for Cause. Without limiting the general definition of “Cause” pursuant to Section 2 (d) of the Plan, a termination by the Company pursuant to Section 626 of the German Civil Code (Bürgerliches Gesetzbuch) and a termination for misconduct (verhaltensbedingte Kündigung) pursuant to Section 1 of the German Protection from Unfair Dismissal Act (Kündigungsschutzgesetz) are deemed to be terminations for Cause.
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.