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): June 3, 2014

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut

(State or Other Jurisdiction of Incorporation)

001-35419	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

Item 5.02(f) – Compensatory Arrangements of Certain Officers

LTIP Payouts

On June 3, 2014, the Personnel & Compensation Committee (the “P&C Committee”) of the Board of Directors of Kaman Corporation (the “Company”) approved the payment (each, an “LTIP Payout” and, collectively, the “LTIP Payouts”) of certain long-term incentive program awards (each, an “LTIP Award” and, collectively, the “LTIP Awards”) previously granted to the Company’s “named executive officers” (as defined in Instruction 4 to Item 5.02 of Form 8-K) and Mr. Steven J. Smidler, Executive Vice President of the Company and President of Kaman Industrial Technologies, Inc.(whose 2013 compensation was provided as a voluntary supplemental disclosure in our most recent proxy statement), under the terms of the Company’s 2003 Stock Incentive Plan.  The LTIP Awards generally relate to the three-year performance period ended December 31, 2013 (the “Three-Year LTIP Awards”), although a separate LTIP Award was granted to Mr. Shawn G. Lisle, Senior Vice President and General Counsel of the Company, in respect of the one-year performance period ended December 31, 2013 (the “One-Year LTIP Award”) because he was not a participant in the LTIP program when the Three-Year LTIP Awards were granted.  The LTIP Awards provided for payouts based on the Company’s actual financial performance during the relevant periods as compared to the financial performance of the companies comprising the Russell 2000 index for the same performance periods, in each case utilizing the following performance factors and weightings:  (i) 40% of the LTIP Awards was based on average annual return on investment, (ii) 40% of the LTIP Awards was based on average annual growth in earnings per share, and (ii) 20% of the LTIP Awards was based on total return to shareholders.

For each performance factor, actual Company financial performance below the 1st quartile results in no award payment; actual financial performance at the 1st quartile results in an award payment at 25% of target; actual financial performance at the median results in an award payment at 100% of target; and actual financial performance at the top of, or above, the 3rd quartile results in a maximum payment of 200% of target.  Interpolation is used to determine payments for financial performance between the quartiles.

For the three-year period ended December 31, 2013, the Company’s average annual return on investment was 8.1%, which equated to the 70th percentile of the companies comprising the Russell 2000 index; the Company’s average compounded annual growth in earnings per share was 16.9%, which equated to the 60th percentile of the companies comprising the Russell 2000 index; and the Company’s total return to shareholders was 44.3%, which equated to the 51st percentile of the companies comprising the Russell 2000 index.  For the one-year period ended December 31, 2013, the Company’s average annual return on investment was 7.3%, which equated to the 68th percentile of the companies comprising the Russell 2000 index; the Company’s average compounded annual growth in earnings per share was 4.9%, which equated to the 48th percentile of the companies comprising the Russell 2000 index; and the Company’s total return to shareholders was 9.9%, which fell below the 25th percentile of the companies comprising the Russell 2000 index.  As per the terms of the One-Year LTIP Award, the Company’s one-year average compounded annual growth in earnings per share excluded $0.03 per share in acquisition related costs.

Based on the foregoing, the P&C Committee determined that the award payment percentage for the Three-Year LTIP Awards was 148.6% of target, and the award payment percentage for the One-Year LTIP Award was 106.0% of target, resulting in individual LTIP Payouts to each of the Company’s named executive officers and Mr. Smidler, as set forth in the following table (which also sets forth a new total compensation amount for the fiscal year ended December 31, 2013 including the LTIP Payouts):

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Name	Principal Position	LTIP Payouts (Non-Equity Incentive Plan Compensation) ($)	Total Compensation ($)
Neal J. Keating	Chairman, President and Chief Executive Officer	2,318,160	4,678,009
Robert D. Starr(1)	Senior Vice President and Chief Financial Officer	0	688,714
William C. Denninger(2)	Former Executive Vice President and Chief Financial Officer	701,930	1,227,738
Gregory L. Steiner	Executive Vice President and President, Kaman Aerospace Group, Inc.	654,295	1,416,522
Steven J. Smidler(3)	Executive Vice President and President, Kaman Industrial Technologies Corporation	539,418	1,052,752
Ronald M. Galla	Senior Vice President and Chief Information Officer	452,636	1,136,936
Shawn G. Lisle(4)	Senior Vice President and General Counsel	271,890	955,400

_______________

(1)   Appointed Senior Vice President and Chief Financial Officer effective as of July 1, 2013.  Mr. Starr was not a participant in the LTIP program when the LTIP Awards that are the subject of this filing were granted, so he did not receive an LTIP Payout with respect to a performance period ending as of December 31, 2013.

(2)   Retired effective as of June 30, 2013.  The amount shown in the table represents a pro-rated portion of the full LTIP Payout to which Mr. Denninger would have been entitled had he remained in the employ of the Company until the end of the three-year performance period ending December 31, 2013.  The amount of the full, unreduced LTIP Payout would have been $841,702.

(3)   Not a “named executive officer.”  As disclosed in the Company’s definitive proxy statement on Schedule 14A as filed with the Securities Exchange Commission on February 28, 2014 relating to the Company’s Annual Meeting of Shareholders held on April 16, 2014 (the “Proxy Statement”), we provided voluntary supplemental disclosure of Mr. Smidler’s 2013 compensation  because he is responsible for the management of the Company’s largest operating segment and his compensation has been disclosed in the Company’s proxy statements for the past several years.

(4)   Appointed Senior Vice President and General Counsel effective as of December 1, 2012.

As disclosed in the Proxy Statement, the LTIP Payouts reflected in the preceding table were not included in the Summary Compensation Table set forth in the Proxy Statement, because it was not possible to compare the Company’s financial performance to that of the companies comprising the Russell 2000 index when the Proxy Statement was filed, as information for only a small percentage of index companies was available at that time.  Sufficient data became available to enable the P&C Committee to make its determination at the June 3 meeting of the Committee.

Except for the LTIP Payout to Mr. Lisle, each of the foregoing LTIP Payouts was paid in cash, as each officer other than Mr. Lisle was in compliance with the stock ownership guideline applicable to such officer at the time of payment.  One-third of Mr. Lisle’s LTIP Payout was made by delivery of shares of Company stock, valued using the closing price of such stock on the New York Stock Exchange on June 2, 2014.

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Grant of Restricted Stock Units

At its June 3 meeting, the P&C Committee also took action to approve the grant of restricted stock units (each, an “RSU” and, collectively, the “RSUs”) to Messrs. Keating and Steiner under the Kaman Corporation 2013 Management Incentive Plan (the “MIP”).  The RSUs were granted as a retention incentive for these executives to remain in the employ of the Company until at least age 62, when the RSUs will vest in full and will no longer be subject to a substantial risk of forfeiture.  Mr. Keating received an aggregate of 15,000 RSUs and Mr. Steiner received an aggregate of 3,000 RSUs.

The RSUs are governed by the applicable terms and provisions of the MIP and separate Restricted Stock Unit Agreements (each, an “RSU Agreement” and, collectively, the “RSU Agreements”) entered into by and between the Company and each recipient.  A copy of the form of RSU Agreement approved by the P&C Committee is filed as Exhibit 10.1 to this report, and the following discussion is qualified in its entirety by reference to the full text of such RSU Agreement, which is hereby incorporated herein by reference.

The RSUs are subject to forfeiture unless and until they vest in accordance with the terms and conditions of the RSU Agreements, and each RSU Agreement provides that the RSUs will vest in full on the recipient’s 62nd birthday (the “Vesting Date”), provided the recipient remains employed by the Company (or a subsidiary of the Company) from the grant date until the Vesting Date.  In the event that, prior to the Vesting Date: (i) the P&C Committee determines that the recipient’s employment has terminated due to Disability (as defined in the RSU Agreement), (ii) the recipient’s employment has terminated due to death, or (iii) during the two year period following a Change in Control, the recipient’s employment is terminated in a manner that entitles him to severance benefits under his Change in Control Agreement with the Company (each, a “Change in Control Agreement”), the RSUs will vest immediately in full upon the earliest of any such event to occur.  For purposes of the RSU Agreements, a “Change in Control” shall have the same meaning ascribed to such term under each recipient’s Change in Control Agreement.

Any vested RSUs will be settled following a recipient’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations promulgated thereunder (a “Separation from Service”) upon the later of (i) six months and one day following such Separation from Service, or (ii) January 2nd of the year following such Separation from Service, except that (A) if a recipient dies prior to the date on which the RSUs are settled, the vested RSUs will be settled as soon as administratively practicable after the death of the recipient, and (B) if a recipient’s separation from service occurs on or within the two year period following a Change in Control and such Change in Control constitutes a “change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code, then the vested RSUs will be settled as soon as administratively practicable following such separation, subject to any requirement under Section 409A that the settlement be delayed by six months and a day following separation due to the recipient being a “specified employee” (as defined under Section 409A of the Code) with respect to the Company (or its successor) immediately after the transaction resulting in such Change in Control.

Upon the date on which the RSUs are settled (the “Settlement Date”) and pursuant to the terms and conditions set forth in the RSU Agreement, the Company will issue the recipient a certificate or electronically transfer by book-entry the number of shares of Company stock equal to the number of vested RSUs which are to be settled.  Upon the Settlement Date, the recipient shall also have the right to receive, in cash, all cash distributions of any kind (without interest) with respect to the shares underlying the RSU upon the Settlement Date, and any distributions with respect to such shares paid in shares of Company stock shall be subject to the same restrictions as the RSUs themselves.

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Item 9.01                 Financial Statements and Exhibits

(d)       Exhibits.

The following exhibits are filed herewith:

10.1Form of Restricted Stock Unit Agreement under the Kaman Corporation 2013 Management Incentive Plan.

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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/ Shawn G. Lisle
	Shawn G. Lisle
	Senior Vice President,
	General Counsel and Assistant Secretary

Date: June 6, 2014

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KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit	Description
10.1	Form of Restricted Stock Unit Agreement under the Kaman Corporation 2013 Management Incentive Plan.

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EX-10.1

 Exhibit 10.1

RESTRICTED STOCK UNIT AGREEMENT

(Under the Kaman Corporation

2013 Management Incentive Plan)

Name of Participant:	Participant Name
No. of RSUs:	# of Shares
Grant Date:	[insert: applicable date]
Vesting Date:	[insert: Participant’s 62nd birthday]

 This Restricted Stock Unit Agreement (this “Agreement”), dated as of the Grant Date first stated above, is delivered by Kaman Corporation, a Connecticut corporation, to the Participant named above (the “Participant”).

Recitals

A.           The Company has agreed to grant to the Participant, under the Kaman Corporation 2013 Management Incentive Plan (the “Plan”), restricted stock units (“RSUs”) as indicated above (the “Award”), subject to the terms and conditions hereof and the Plan.

B.           The Personnel & Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has approved this Award.

Agreement

NOW, THEREFORE, the parties hereby agree as follows:

1.Definitions.  Except as expressly indicated herein, defined terms used in this Agreement have the meanings set forth in the Plan.

2.Grant of RSUs.  Subject to the terms and conditions hereinafter set forth and the terms and conditions of the Plan, the Company, with the approval and at the direction of the Committee, hereby grants to the Participant the number of RSUs indicated above.

3.Vesting and Forfeiture of RSUs.

(a)Vesting of RSUs.  The RSUs subject to this Award shall be subject to the restrictions contained in this Agreement and subject to forfeiture to the Company unless and until the RSUs have vested in accordance with the terms and conditions of this Agreement.  Subject to the terms and conditions of this Agreement, the RSUs will vest in full on the Vesting Date indicated above or upon the Accelerated Vested Date (as defined in Section 3(b) below) provided the Participant remains employed by the Company or a Subsidiary from the Grant Date until the respective Vesting Date or Accelerated Vesting Date.

(b)Acceleration of Vesting.  Notwithstanding Section 3(a), in the event that prior to the Vesting Date: (1) the Committee determines that the Participant’s employment has terminated due to Disability (as defined in Section 22(e)(3) of the Code), (2) the Participant’s employment has terminated due to his death, or (3) during the two year period beginning on a Change in Control, the Participant’s employment is terminated in a manner that entitled him to severance benefits under his Change in Control Agreement with the Company dated _____________ (the “Change in Control Agreement”), then all of the unvested RSUs will vest immediately upon the earliest of any such event to occur.  For purposes of this Agreement, “Change in Control” shall have the meaning under the Change in Control Agreement.  Any vesting date described in this Section 3(b) shall be referred to herein as an “Accelerated Vesting Date.”

(c)Forfeiture.  In the event, in any case prior to the Vesting Date or any Accelerated Vesting Date, of (1) a termination of the Participant’s employment other than under circumstances that would result in an Accelerated Vesting Date, (2) the Participant attempting to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any unvested RSUs or (3) any unvested RSUs becoming subject to attachment or any similar involuntary process, then any unvested RSUs shall be forfeited by the Participant to the Company, and the Participant shall thereafter have no right, title or interest whatever in such RSUs.

(d)Effect of Vesting; Issuance of Unrestricted Stock.  The vested RSUs will be settled following the Participant’s “separation from service” as defined in Section 409A(a)(2)(A)(i) of the Code and the treasury regulations promulgated thereunder (a “Separation from Service”) upon the later of (A) six months and one day following such Separation from Service or (B) January 2nd of the year following his Separation from Service, except as noted below:

(i)If the Participant dies prior to settlement of the RSUs under any other provision of this Agreement, the vested RSUs will be settled as soon as administratively practicable after such date of death; and

(ii)     If the Participant’s separation from service occurs on or within the two year period beginning on a Change in Control and such Change in Control constitutes a “change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code, the vested RSUs will be settled as soon as administratively practicable following such separation, subject to any requirement under Section 409A that the settlement be delayed by six months and a day following separation due to the Participant being a “specified employee” (as defined under Section 409A of the Code) with respect to the Company (or its successor) immediately after the transaction resulting in such Change in Control.

Upon the date on which the RSUs are settled (the “Settlement Date”) and pursuant to the terms and conditions set forth in this Agreement, the Company will issue (subject to Sections 11 and 13 below) to the Participant a certificate or electronically transfer by book-entry the number of Shares equal to the number of vested RSUs which are to be settled, which Shares shall be free of any transfer or other restrictions arising under this Agreement except for compensation recovery rights under Section 13 below.

4.Adjustment of RSUs.  In the event of a recapitalization, stock split, stock dividend, divisive reorganization or other change in capitalization affecting the Company’s Shares, an appropriate adjustment will be made in respect of the RSUs under Section 12 of the Plan.  Any new or additional or different Shares or securities covered by this Agreement as the result of such an adjustment will be deemed included within the term “RSUs” hereunder and will be subject to the provisions of this Agreement.

5.No Rights as a Shareholder.  As of the Grant Date, the Participant shall have no rights as a shareholder of the Company with respect to the Shares to which the RSU relates.  Notwithstanding the foregoing sentence, the Participant shall have the right to receive, in cash, all cash distributions of any kind (without interest) with respect to the Shares underlying the RSU upon the Settlement Date for such Shares, and any distributions with respect to such Shares paid in Shares shall be subject to the same restrictions as the RSUs subject to this Agreement.

6.Non-Transferability of Award.  The RSUs shall not be assignable or transferable by the Participant prior to their vesting in accordance with Section 3 of this Agreement.  In addition, RSUs shall not be subject to attachment, execution or other similar process prior to vesting.

7.No Right to Continued Employment.  The Participant agrees that nothing in this Agreement constitutes a contract of employment with the Company or a Subsidiary for a definite period of time. The employment relationship is “at will,” which affords the Participant, the Company or a Subsidiary the right to terminate the relationship at any time for any reason or no reason not otherwise prohibited by applicable law.

8.Amendment of RSUs Award.  No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Committee; provided, that no such amendment or modification shall adversely affect the Participant's material rights under this Agreement without the Participant's consent, except to comply with laws, regulations or rules under Section 18.8 of the Plan.

9.Consent to Transfer of Data.  By accepting this Agreement, the Participant hereby consents to the transfer of the Participant’s personal data in connection with, or as necessary or appropriate for, the administration of this award and the Plan under which it is issued.

10.Notices.

(a)      Any notice to the Company pursuant to any provision of this Agreement or the Plan will be deemed to have been delivered when delivered in person to the Secretary of the Company, when deposited in the United States mail, addressed to the Secretary of the Company, at the Company’s corporate offices, when delivered to the Secretary of the Company by electronic mail, or when delivered to such other address as the Company may from time to time designate in writing.

(b)      Any notice to the Participant pursuant to any provision of this Agreement or the Plan will be deemed to have been delivered when delivered to the Participant in person, when deposited in the United States mail, addressed to the Participant at the address on the shareholder records of the Company, when delivered to the Participant by electronic mail, or when delivered to such other address as the Participant may from time to time designate in writing.

11.Beneficiary.  The Participant may file with the Board a written designation of a beneficiary on such form as may be prescribed by the Board and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

12.Compensation Recovery.  The Company may cancel, forfeit or recoup any rights or benefits of, or payments to, the Participant hereunder, including but not limited to any Shares settled following vesting of the RSUs under this Agreement or the proceeds from the sale of any such Shares delivered, under an employment agreement with the Participant or any future compensation recovery policy that it may establish and maintain from time to time, in connection with meeting the listing requirements that may be imposed in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise.  The Company shall delay the exercise of its rights under this Section for the period as may be required to preserve equity accounting treatment.

13.Tax Consequences and Withholding.  The settlement of this Award is conditioned on the Participant making arrangements reasonably satisfactory to the Company for the withholding of all applicable federal, state, local or foreign taxes as may be required under applicable law.  The Participant 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 this Award Agreement.  Notwithstanding any other provision in this Award Agreement to the contrary, any payment or benefit received or to be received by the Participant in connection with a Change in Control or the termination of employment (whether payable under the terms of this Award Agreement or any other plan, arrangement or agreement with the Company or one of its Subsidiaries (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 imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by the Participant shall exceed the net after-tax benefit that would be received by the Participant if no such reduction was made.  Whether and how the limitation under this Section 13 is applicable shall be determined under the Change in Control Agreement.

14.Governing Plan Document.  The Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Award or this Agreement and those of the Plan, the provisions of the Plan shall control.

15.Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the laws of the State of Connecticut, except to the extent preempted by federal law, which shall to the extent of such preemption govern.

16.Integrated Agreement.  This Agreement and the Plan constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter contained herein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Company and the Participant with respect to such subject matter other than those as set forth or provided for herein.

17.Securities Matters.  The Company shall not be required to deliver any Shares, or any certificates therefore or book-entry transfer notation thereof, until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

18.Saving Clause.  If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Grant Date specified above.

	KAMAN CORPORATION
By:
	Name:
	Title:
	PARTICIPANT
	«FIRST_NAME» «MI» «LAST_NAME»