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): August 8, 2012 (August 7, 2012)

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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5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' Compensatory Arrangements of Certain Officers.

Notice of Retirement

On August 7, 2012, Ms. Candace A. Clark, Senior Vice President, Chief Legal Officer, and Secretary of Kaman Corporation (the “Company”), notified the Company’s Board of Directors of her decision to retire on November 30, 2012, following 28 years of service to the Company. She will be succeeded by Mr. Shawn G. Lisle, 45, who will become the Company’s Senior Vice President and General Counsel on December 1, 2012.  Mr. Lisle currently is Vice President and Deputy General Counsel for the Company.

 Change in Control Agreement Amendment

On August 7, 2012, the Company’s Board of Directors approved an amendment of the existing change in control agreement between the Company and Neal J. Keating, Chairman, President and Chief Executive Officer of the Company.

The existing change in control agreement with Mr. Keating would have expired at the end of the original term on September 17, 2012.  The amendment to the change in control agreement entered into with Mr. Keating on August 7, 2012, extends the terms of his individual agreement for a one-year period effective September 17, 2012 and provides for successive one-year renewals thereafter subject to the Company’s right of nonrenewal upon 90-days’ advance notice. Under the amended change in control agreement, financial responsibility for any excise taxes would be borne personally by Mr. Keating in the event that Section 280G of the Internal Revenue Code were to apply to receipt of benefits under the agreement.  In addition, the amendment permits the Company to reduce such severance payments to levels so that no excise tax would be due, unless Mr. Keating would be in the same after-tax position if the full severance payment was made and the excise tax was imposed.

A copy of the following amendment is attached hereto as the Exhibit indicated:

Neal J. Keating Third Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Neal J. Keating and Kaman Corporation dated November 9, 2011 10.1

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

7.01 Regulation FD Disclosure.

On August 7, 2012, the Company’s Board of Directors appointed Shawn G. Lisle as Senior Vice President and General Counsel, effective December 1, 2012.  Mr. Lisle currently is Vice President and Deputy General Counsel for the Company.

Mr. Lisle joined the Company on October 10, 2011, as Associate General Counsel, and was promoted to Vice President and Deputy General Counsel on February 21, 2012.  Before joining the Company, Mr. Lisle was Senior Counsel, Employee Benefits and ERISA for International Paper Company in Memphis Tennessee, a $26 billion global paper and packaging company. Prior to that, from September 2006 to January 2008, he served as legal counsel for Dana Corporation in Toledo, OH, a $8.7 billion supplier of axle, driveshaft, structural, sealing and thermal management products for global vehicle manufacturers.  From February 2000 to September 2006, Mr. Lisle was an attorney with the law firm Porter, Wright, Morris and Arthur LLP in Columbus, OH, where his practice was concentrated on employee benefits, banking and financial transactions, bankruptcy and creditor’s rights and civil litigation.  He also previously worked as a trial attorney at the U.S. Department of Justice, Tax Division in Washington, D.C. from April 1998 to February 2000.   Mr. Lisle also previously served as a judge advocate officer in the U.S. Navy Judge Advocate General’s Corps in Pearl Harbor, HI and Ft. Meade, MD, attaining the rank of Lieutenant Commander, and as a reservist in the U.S. Air Force Judge Advocate General’s Corps at Wright Patterson Air Force Base in Dayton, OH, attaining the rank of Major.  He graduated from Westminster College in 1989 with a degree in economics and obtained his law degree from the University of Akron School of Law in 1993.  Mr. Lisle also has a master of laws degree in taxation from Capital University Law School.

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The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Third Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Neal J. Keating and Kaman Corporation dated August 7, 2012

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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
	Executive Vice President and
	Chief Financial Officer

Date: August 8, 2012

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KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit	Description
10.1	Third Amendment to the Kaman Corporation Amended and Restated Change in Control Agreement between Neal J. Keating and Kaman Corporation dated August 7, 2012	Attached

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT

TO

KAMAN CORPORATION

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

THIS THIRD AMENDMENT is dated August 7, 2012, between Kaman Corporation, a Connecticut corporation (the “Company”), and Neal J. Keating (the “Executive”) (this “Amendment”).

WHEREAS, the Executive and the Company are parties to an Amended and Restated Change in Control Agreement effective as of September 17, 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 September 17, 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 September 17, 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 September 17, 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 Personnel and Compensation Committee of the Company’s Board of Director’s 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.

(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.”

(f)           In the event the Internal Revenue Service audits the Executive and challenges (i) the determinations made by the 280G Firm under this Section or (ii) valuation of the Executive’s covenants not-to-compete and not-to-solicit for purposes of Sections 280G and 4999 of the Code (as performed by the accounting firm or law firm engaged by the Company), then the Company shall reimburse the Executive for his reasonable out-of-pocket expenses, including reasonable legal and tax professional fees, incurred in defending such determinations or valuation during such audit and any related legal proceedings arising thereafter.  The Executive shall provide the Company upon request with such documentation, as reasonably requested, which describes the scope of, and issues related to, such audit or legal proceedings and the details of the expenses incurred by the Executive.

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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/ William C. Denninger

William C. Denninger

Executive Vice President and Chief Financial Officer

Neal J. Keating

/s/ Neal J. Keating

Neal J. Keating

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