0-1093
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06-0613548
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(Commission File Number)
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(IRS Employer Identification No.)
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1332 Blue Hills Avenue, Bloomfield, Connecticut
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06002
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(Address of Principal Executive Offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers.
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Candace A. Clark
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Senior Vice President, Chief Legal Officer and Secretary, Kaman Corporation
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Ronald M. Galla
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Senior Vice President and Chief Information Officer, Kaman Corporation
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Steven J. Smidler
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President, Kaman Industrial Technologies Corporation
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Candace A. Clark
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Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Candace A. Clark and Kaman Corporation dated November 9, 2011
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10.1
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Ronald M. Galla
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Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Ronald M. Galla and Kaman Corporation dated November 9, 2011
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10.2
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Steven J. Smidler
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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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10.3
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Exhibit 10.1
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Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Candace A. Clark and Kaman Corporation dated November 9, 2011
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Exhibit 10.2
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Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Ronald M. Galla and Kaman Corporation dated November 9, 2011
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Exhibit 10.3
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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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KAMAN CORPORATION
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By:
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/s/ William C. Denninger
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William C. Denninger
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Senior Vice President and Chief Financial Officer
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Exhibit 10.1
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Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Candace A. Clark and Kaman Corporation dated November 9, 2011
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Exhibit 10.2
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Second Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Ronald M. Galla and Kaman Corporation dated November 9, 2011
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Exhibit 10.3
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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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1.
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Term. Section 2 of the Agreement is amended in its entirety to read as follows:
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2.
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Section 4999 Excise Tax. Section 5.2 of the Agreement is amended in its entirety to read as follows:
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3.
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Appendix A. Appendix A (Tax Gross-up Payment Rules and Procedures) to the Agreement is deleted in its entirety.
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4.
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Capitalized Terms. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.
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5.
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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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6.
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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.
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7.
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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.
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Kaman Corporation
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/s/ Neal J. Keating | ||
Neal J. Keating | ||
Chairman, President & Chief Executive Officer | ||
Candace A. Clark
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/s/ Candace A. Clark | ||
Candace A. Clark | ||
1.
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Term. Section 2 of the Agreement is amended in its entirety to read as follows:
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2.
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Section 4999 Excise Tax. Section 5.2 of the Agreement is amended in its entirety to read as follows:
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3.
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Appendix A. Appendix A (Tax Gross-up Payment Rules and Procedures) to the Agreement is deleted in its entirety.
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4.
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Capitalized Terms. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.
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5.
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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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6.
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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.
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7.
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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.
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Kaman Corporation
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s/ Neal J. Keating | ||
Neal J. Keating | ||
Chairman, President & Chief Executive Officer | ||
Ronald M. Galla
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/s/ Ronald M. Galla | ||
Ronald M. Galla |
(i)
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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.
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Kaman Industrial Technologies Corporation
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/s/ William C. Denninger | ||
By:
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William C. Denninger
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Its:
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Vice President and Treasurer
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/s/ Steven J. Smidler | ||
Steven J. Smidler | ||
Nov 9, 2011
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Date
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