8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 9, 2011

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut

(State or Other Jurisdiction of Incorporation)

0-1093	06-0613548
(Commission File Number)	(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

(860) 243-7100

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers.

Change in Control Agreement Amendments

On November 9, 2011, the Board of Directors of Kaman Corporation (the “Company”) approved amendments of existing change in control agreements between the following executive officers and the Company or a subsidiary therof:

Candace A. Clark	Senior Vice President, Chief Legal Officer and Secretary, Kaman Corporation
Ronald M. Galla	Senior Vice President and Chief Information Officer, Kaman Corporation
Steven J. Smidler	President, Kaman Industrial Technologies Corporation

The existing change in control agreements with Ms. Clark and Mr. Galla would have expired at the end of their original term on January 1, 2012.  The amendments to the change in control agreements entered into with Ms. Clark and Mr. Galla on November 9, 2011, extend the terms of their individual agreements for a one-year period effective January 1, 2012 and provide for successive one-year renewals thereafter subject to the Company’s right of nonrenewal upon 90-days’ advance notice.  In addition, the amendments implement the notice given by the Company to all executive officers in February 2010 that upon expiration of the original term of each individual’s change in control agreement, any renewal of the agreement would eliminate any potential for the executive to receive excise tax gross-up benefits from the Company in the event that Section 280G of the Internal Revenue Code were to apply to receipt of benefits under the agreement.  Under these amended change in control agreements, financial responsibility for such excise taxes would be borne personally by Ms. Clark and Mr. Galla, respectively.  In addition, the amendments permit the Company to reduce such severance payments to levels so that no excise tax would be due, unless the individual would be in the same after-tax position if the full severance payment was made and the excise tax was imposed.

Mr. Smidler’s change in control agreement was amended on November 9, 2011, to provide that should there be a termination of employment following a change in control, Mr. Smidler’s severance payment under the agreement would include the transfer to Mr. Smidler of all rights and incidence of ownership of Company maintained insurance policies that insure Mr. Smidler’s life and the Company would establish and fund an irrevocable grantor trust to hold assets in an amount sufficient to pay the remaining premiums on any such life insurance policies.  This amendment is consistent with the treatment of life insurance in the existing change in control agreements applicable to Messrs. Galla, Denninger and Ms. Clark.

Copies of the following amendments are attached hereto as the Exhibit indicated:

Candace A. Clark	Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Candace A. Clark and Kaman Corporation dated November 9, 2011	10.1
Ronald M. Galla	Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Ronald M. Galla and Kaman Corporation dated November 9, 2011	10.2
Steven J. Smidler	First Amendment to the Kaman Industrial Technologies Corporation Change in Control Agreement between Steven J. Smidler and Kaman Industrial Technologies Corporation dated November 9, 2011	10.3

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The above summary of the change in control agreement amendments does not purport to be complete and is subject to and qualified in its entirety by reference to each change in control agreement amendment.

Item 9.01       Financial Statements and Exhibits.

Exhibit 10.1	Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Candace A. Clark and Kaman Corporation dated November 9, 2011
Exhibit 10.2	Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Ronald M. Galla and Kaman Corporation dated November 9, 2011
Exhibit 10.3	First Amendment to the Kaman Industrial Technologies Corporation Change in Control Agreement between Steven J. Smidler and Kaman Industrial Technologies Corporation dated November 9, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KAMAN CORPORATION
By:	/s/ William C. Denninger
	William C. Denninger
	Senior Vice President and Chief Financial Officer

Date: November 9, 2011

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KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit 10.1	Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Candace A. Clark and Kaman Corporation dated November 9, 2011
Exhibit 10.2	Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Ronald M. Galla and Kaman Corporation dated November 9, 2011
Exhibit 10.3	First Amendment to the Kaman Industrial Technologies Corporation Change in Control Agreement between Steven J. Smidler and Kaman Industrial Technologies Corporation dated November 9, 2011

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EX-10.1

Exhibit 10.1

 SECOND AMENDMENT

TO

KAMAN CORPORATION

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDMENT is dated November 9, 2011, between Kaman Corporation, a Connecticut corporation (the “Company”), and Candace A. Clark (the “Executive”) (this “Amendment”).

WHEREAS, the Executive and the Company are parties to an Amended and Restated Change in Control Agreement effective as of January 1, 2007, as amended (the “Agreement”);

WHEREAS, on February 25, 2010, the Company provided the Executive with written notice of non-renewal in accordance with Section 2 of the Agreement, stating that it was considering alternatives to Section 5.2 (Section 4999 Excise Tax) of the Agreement and that the existing Section 5.2 would not be included in any future renewal;

WHEREAS, the Company has determined to rescind its notice of non-renewal and renew the Agreement in accordance with Section 2 thereof, contingent upon the Executive’s agreement to replace the existing Section 5.2 with the alternative proposed by the Company in this Amendment;

WHEREAS, the Executive agrees with the terms of this Amendment;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows, effective as of January 1, 2012:

1.  Term.  Section 2 of the Agreement is amended in its entirety to read as follows:

“2. Term.

The Term of this Agreement is renewed for a period of one (1) year, beginning January 1, 2012 and shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the then current one (1) year term, the Company or Executive has notified the other that the term hereunder shall expire at the end of the then-current term. Notwithstanding any such notice, the term of this Agreement shall not expire before the second anniversary of a Change in Control that occurs within the term of this Agreement. The renewal term beginning January 1, 2012, as it may be extended under this Section 2, is herein referred to as the “Term.””

2.  Section 4999 Excise Tax.  Section 5.2 of the Agreement is amended in its entirety to read as follows:

“5.2 Section 4999 Excise Tax

The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any Excise Tax; provided, however, that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an affiliate (collectively, the "Payments") that would constitute a "parachute payment" within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made.  For purposes of this Section:

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(a)          The "net after-tax benefit" shall mean (i) the Payments which the Executive receives or is then entitled to receive from the Company or its affiliates that would constitute "parachute payments" within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above.

(b)          All determinations under this Section will be made by an accounting firm or law firm that is selected for this purpose by the Company’s Chief Executive Officer prior to the Change in Control (the "280G Firm").  All fees and expenses of the 280G Firm shall be borne by the Company.  The Company will direct the 280G Firm to submit any determination it makes under this Section and detailed supporting calculations to the Executive and the Company as soon as reasonably practicable. 

(c)           If the 280G Firm determines that one or more reductions are required under this Section, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive.  The 280G Firm shall make reductions required under this Section in a manner that maximizes the net after-tax amount payable to the Executive.

(d)          As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed (collectively, the "Overpayments"), or that additional amounts should be paid or distributed to the Executive (collectively, the "Underpayments").  If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code.  If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

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e)          The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section.”

3. Appendix A.  Appendix A (Tax Gross-up Payment Rules and Procedures) to the Agreement is deleted in its entirety.

4. Capitalized Terms. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

5. Full Force and Effect. As expressly modified by the terms of this Amendment, the provisions of the Agreement shall continue in full force and effect.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original and which together shall constitute but one and the same instrument.

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Connecticut without regard to its conflicts of law principles.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the day and year first written above.

Kaman Corporation

/s/ Neal J. Keating

 Neal J. Keating

Chairman, President & Chief Executive Officer

Candace A. Clark

/s/ Candace A. Clark

 Candace A. Clark

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EX-10.2

Exhibit 10.2

SECOND AMENDMENT

TO

KAMAN CORPORATION

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDMENT is dated November 9, 2011, between Kaman Corporation, a Connecticut corporation (the “Company”), and Ronald M. Galla (the “Executive”) (this “Amendment”).

WHEREAS, the Executive and the Company are parties to an Amended and Restated Change in Control Agreement effective as of January 1, 2007, as amended (the “Agreement”);

WHEREAS, on February 25, 2010, the Company provided the Executive with written notice of non-renewal in accordance with Section 2 of the Agreement, stating that it was considering alternatives to Section 5.2 (Section 4999 Excise Tax) of the Agreement and that the existing Section 5.2 would not be included in any future renewal;

WHEREAS, the Company has determined to rescind its notice of non-renewal and renew the Agreement in accordance with Section 2 thereof, contingent upon the Executive’s agreement to replace the existing Section 5.2 with the alternative proposed by the Company in this Amendment;

WHEREAS, the Executive agrees with the terms of this Amendment;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows, effective as of January 1, 2012:

1. Term.  Section 2 of the Agreement is amended in its entirety to read as follows:

“2. Term.

The Term of this Agreement is renewed for a period of one (1) year, beginning January 1, 2012 and shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the then current one (1) year term, the Company or Executive has notified the other that the term hereunder shall expire at the end of the then-current term. Notwithstanding any such notice, the term of this Agreement shall not expire before the second anniversary of a Change in Control that occurs within the term of this Agreement. The renewal term beginning January 1, 2012, as it may be extended under this Section 2, is herein referred to as the “Term.””

2.  Section 4999 Excise Tax.  Section 5.2 of the Agreement is amended in its entirety to read as follows:

“5.2 Section 4999 Excise Tax

The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any Excise Tax; provided, however, that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an affiliate (collectively, the "Payments") that would constitute a "parachute payment" within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made.  For purposes of this Section:

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(a)          The "net after-tax benefit" shall mean (i) the Payments which the Executive receives or is then entitled to receive from the Company or its affiliates that would constitute "parachute payments" within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above.

(b)          All determinations under this Section will be made by an accounting firm or law firm that is selected for this purpose by the Company’s Chief Executive Officer prior to the Change in Control (the "280G Firm").  All fees and expenses of the 280G Firm shall be borne by the Company.  The Company will direct the 280G Firm to submit any determination it makes under this Section and detailed supporting calculations to the Executive and the Company as soon as reasonably practicable. 

(c)           If the 280G Firm determines that one or more reductions are required under this Section, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive.  The 280G Firm shall make reductions required under this Section in a manner that maximizes the net after-tax amount payable to the Executive.

(d)          As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed (collectively, the "Overpayments"), or that additional amounts should be paid or distributed to the Executive (collectively, the "Underpayments").  If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code.  If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

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(e)          The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section.”

3. Appendix A.  Appendix A (Tax Gross-up Payment Rules and Procedures) to the Agreement is deleted in its entirety.

4. Capitalized Terms. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

5. Full Force and Effect. As expressly modified by the terms of this Amendment, the provisions of the Agreement shall continue in full force and effect.

6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original and which together shall constitute but one and the same instrument.

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Connecticut without regard to its conflicts of law principles.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the day and year first written above.

Kaman Corporation

s/ Neal J. Keating

 Neal J. Keating

Chairman, President & Chief Executive Officer

Ronald M. Galla

/s/ Ronald M. Galla

Ronald M. Galla 

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EX-10.3

Exhibit 10.3

FIRST AMENDMENT

TO

KAMAN INDUSTRIAL TECHNOLOGIES CORPORATION

CHANGE IN CONTROL AGREEMENT

THIS FIRST AMENDMENT is dated November 9, 2011, between Kaman Industrial Technologies Corporation, a Connecticut corporation (the “Company”), and Steven J. Smidler (the “Executive”) (this “Amendment”).

WHEREAS, the Executive and the Company are parties to a Change in Control Agreement effective as of September 1, 2010 (the “Agreement”);

WHEREAS, the parties desire to correct certain unintended omissions to the terms of the Agreement, subject to the provisions of this Amendment;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.Severance Payments.  Section 5.1 of the Agreement is amended by the addition of  a new subsection (i) as follows:

(i)   The Company (i) shall establish an irrevocable grantor trust holding an amount of assets sufficient to pay all remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. Notwithstanding the foregoing, in no event shall the Company establish or fund any such rabbi trust in a manner or on terms that would result in the imposition of any tax, penalty or interest under Section 409A(b)(1) of the Code and in no event shall the Company be obligated to, nor shall it, fund any such rabbi trust "in connection with a change in the employer's financial health" within the meaning of Section 409A(b)(2) of the Code.  In the event that one or more premiums become due and payable during the six-month period beginning on the Executive’s employment termination, the Company shall timely notify the Executive so that any such premium payment can be made by the Executive directly to the insurance carrier.  At the end of such six-month period, the Company shall reimburse the Executive for all such premiums paid by the Executive, with interest at the applicable federal rate under Section 1274 of the Code, determined as of the Date of Termination.

2.Effective Date. This Amendment is effective as of the hereof.

3.           Capitalized Terms. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

4.           Full Force and Effect. As expressly modified by the terms of this Amendment, the provisions of the Agreement shall continue in full force and effect.

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5.           Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original and which together shall constitute but one and the same instrument.

6.           Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Connecticut without regard to its conflicts of law principles.

In Witness Whereof, the Company and the Executive have executed this Amendment as of the date first written above.

Kaman Industrial Technologies Corporation
/s/ William C. Denninger
By:	William C. Denninger
Its:	Vice President and Treasurer
/s/ Steven J. Smidler
Steven J. Smidler
Nov 9, 2011
Date

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