MOOG INC
CONSULTING AGREEMENT BETWEEN MOOG INC. AND ROBERT H. MASKREY
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit10_1.htm
<DESCRIPTION>CONSULTING AGREEMENT BETWEEN MOOG INC. AND ROBERT H. MASKREY
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<title>Exhibit 10.1</title>
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<b>
<p ALIGN="CENTER">CONSULTING AGREEMENT</p>
</b>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; THIS AGREEMENT (this &quot;Agreement&quot;),
dated as of the 1<sup>st</sup> day of October, 2005, is between ROBERT H.
MASKREY, (&quot;Consultant&quot;), and MOOG INC., a New York corporation having an office
at East Aurora, New York 14052 (&quot;Moog&quot;).</p>
<u><b>
<p ALIGN="CENTER" style="line-height: 200%">RECITALS</p>
</b></u>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS, Moog is a worldwide
designer, manufacturer and integrator of precisions control components and
systems; and</p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS, Consultant is a long-time
employee and executive officer of Moog and intends to retire effective September
30, 2005; and</p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS, Moog wishes to engage
Consultant to provide services to Moog and Consultant wishes to be so engaged.</p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOW, THEREFORE, Consultant and
Moog agree as follows:</p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <u>Consulting Engagement</u>.
Moog hereby engages Consultant, and Consultant agrees, to provide consulting
services on a management and executive level to Moog as an independent
contractor and not an employee, on an as-needed basis with respect to such
matters relating to the business of Moog as Moog may reasonably request. The
services provided by Consultant will be primarily at the offices of Moog in East
Aurora, New York, by telephone conference call, electronic communication and
such other places or methods as the parties may mutually agree.</p>
<P style="PAGE-BREAK-BEFORE:always; line-height:200%">
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <u>Term</u>. The term of this
Agreement is for a period of one (1) year from the date hereof (the &quot;Term&quot;).
Thereafter, this Agreement will be continued from month-to-month until
terminated by either party or thirty (30) days' written notice to the other.</p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <u>Consulting Fees</u>.
Consultant's services hereunder shall not exceed twenty-five (25) hours per
month, and Consultant agrees to make himself available to that extent. Hours not
used in a particular month will not be carried forward to succeeding months. In
consideration for the services to be provided hereunder, Moog will compensate
Consultant at the rate of $6,815 per month, payable on the first of every month
during the Term of this Agreement and any continuance or extension hereof. For
hours worked in excess of twenty-five (25) per month, Consultant will be
compensated at the rate of $273.00 per hour. Consultant will submit monthly
statements to Moog by the fifteenth (15) day of the month following the month in
which the services were performed showing the matters which Consultant was
engaged and the time devoted thereto. Moog will reimburse and be responsible for
travel and other expenses reasonably incurred by Consultant in connection with
the services performed hereunder upon Consultant's submission of expense reports
and appropriate receipts.</p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <u>Confidential Information</u>.
Consultant has had access to and in performance of his obligations hereunder
will continue to have access to, and has gained knowledge with respect to, trade
secrets, know-how, financial results and information, processes and techniques,
technical production and cost data, methods of doing business, information
concerning customers and suppliers and related confidential and proprietary
information that is unique to the Business (such unique information, herein
referred to as the &quot;Confidential Information&quot;). The term Confidential
Information shall not include any portion of the information which was published
or generally available to the public prior to this Agreement, or thereafter
becomes published or generally available to the public through no act or fault
of Consultant. Consultant agrees not to use or disclose from and after the date
hereof any Confidential Information obtained by him in the course of his past
operation of Moog's business or while rendering services pursuant to this
Agreement. </p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <u>Governing Law</u>. This
Agreement shall be construed under and in accordance with the laws of the State
of New York.</p>
<p align="center" style="line-height: 200%">-2-</p>
<P style="PAGE-BREAK-BEFORE:always; line-height:200%">
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <u>Binding Effect</u>. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, legal representatives,
successors, and assigns where permitted by this Agreement.</p>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7. <u>Entire Agreement</u>. This
Agreement constitutes the entire agreement of the parties and supersedes any
prior understandings or written or oral agreements between the parties with
respect to the subject matter of this Agreement.</p>
<b>
<p style="line-height: 200%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF</b>, the
parties hereto have signed this Agreement as of the date first above written.</p>
<table border="0" width="79%" id="table1" cellspacing="0" cellpadding="0">
	<tr>
		<td>&nbsp;</td>
		<td width="338" style="border-bottom: 1px solid #000000" colspan="2">/s/
		ROBERT H. MASKREY</td>
	</tr>
	<tr>
		<td>&nbsp;</td>
		<td width="338" colspan="2">Robert H. Maskrey</td>
	</tr>
	<tr>
		<td>&nbsp;</td>
		<td width="338" colspan="2">&nbsp;</td>
	</tr>
	<tr>
		<td>&nbsp;</td>
		<td width="338" colspan="2">&nbsp;</td>
	</tr>
	<tr>
		<td>&nbsp;</td>
		<td width="338" colspan="2">MOOG INC.</td>
	</tr>
	<tr>
		<td>&nbsp;</td>
		<td width="338" colspan="2">&nbsp;</td>
	</tr>
	<tr>
		<td>&nbsp;</td>
		<td width="30">By: </td>
		<td width="308" style="border-bottom: 1px solid #000000">/s/ ROBERT T.
		BRADY, Chief Executive Officer</td>
	</tr>
	<tr>
		<td>&nbsp;</td>
		<td width="338" colspan="2">
		<p align="right">Title</td>
	</tr>
</table>

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