Common use of Xxxxx and Xxxxxx X Clause in Contracts

Xxxxx and Xxxxxx X. Xxxxxxxx, Xx., and each of them (collectively, the "Proxies"), as his sole and exclusive proxies, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent that Kaman is entitled to do so) with respect to the 234,626 shares of Class A Common Stock, par value $1.00 per share (the "Class A Stock"), of Kaman Corporation (the "Company"), evidenced by the certificate numbers set forth on Annex A, registered in the name of Kaman on the books and records of the Company over which the GPA Attorney-in-Fact has voting power under the terms of the General Power of Attorney, and any additional shares of Class A Stock that the General Power of Attorney may thereafter govern (collectively, the "Shares"). Upon execution and delivery of this Irrevocable Proxy by Kaman, any and all prior proxies given by Kaman with respect to any Shares are hereby revoked and Kaman agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date that are inconsistent with the purpose and intent of this Irrevocable Proxy, as set forth in clauses (i) and (ii) of the fourth Paragraph hereof. This Irrevocable Proxy is irrevocable (to the fullest extent provided in the Connecticut Business Corporation Act), is coupled with an interest, which Kaman hereby acknowledges, and is granted in consideration of Kaman, the Company and others entering into the Agreement, dated as of June 7, 2005 (the "Agreement"). Capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings ascribed thereto in the Agreement. This Irrevocable Proxy shall become effective promptly upon the occurrence of the end of the Permitted Termination Period and terminate on the Expiration Date. The Proxies named above are hereby authorized and empowered by Kaman, at any time and from time to time on or prior to the Expiration Date, to act as Kaman's proxy to vote the Shares, and to exercise all voting rights of Kaman with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Connecticut Business Corporation Act and to be counted in determining whether a quorum is present at any meeting of the shareholders of the Company), at any annual, special or adjourned meeting of the shareholders of the Company for the purpose of (i) approving whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement and all other actions required in furtherance thereof, and (ii) disapproving or rejecting any proposal that (a) is inconsistent with or contrary to the terms and conditions of whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement, the Proposed Charter Governance Amendments or the Proposed Bylaw Governance Amendments or (b) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Kaman or any other Party contained in the Agreement. All authority herein conferred shall survive the death or incapacity of Kaman and any obligation of Kaman hereunder shall be binding upon his heirs, personal representatives, successors and assigns. This Irrevocable Proxy shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflict of laws principles thereof. All actions and proceedings regarding the rights and obligations under this Irrevocable Proxy shall be heard and determined in any Connecticut state or federal court sitting in the City of Hartford. Kaman acknowledges and agrees that performance of his obligations hereunder will confer a unique benefit on the Company and that a failure of performance will not be compensable by money damages. Kaman agrees that this Irrevocable Proxy shall be specifically enforceable and that specific enforcement and injunctive relief shall be available to the Company for any breach of any agreement, covenant or representation hereunder. This Irrevocable Proxy may not be amended, restated or modified or any provision hereof waived without the written consent of the Company. Kaman shall, upon request, execute and deliver any additional documents or instruments and take such actions as may reasonably be deemed by the Company to be necessary or desirable to complete the Irrevocable Proxy granted herein or to carry out the provisions hereof. If any term, provision, covenant, or restriction of this Irrevocable Proxy is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Irrevocable Proxy shall remain in full force and effect and shall not in any way be affected, impaired or invalidated. This Irrevocable Proxy may be executed in counterparts and signature pages exchanged by facsimile, and each counterpart shall be deemed to be an original, but all counterparts of which shall constitute one and the same agreement. 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Xxxxx and Xxxxxx X. Xxxxxxxx, Xx., and each of them (collectively, the "Proxies"), as his sole and exclusive proxies, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent that Kaman SWK is entitled to do so) with respect to (i) the 234,626 10,183 shares of Class B Common Stock, par value $1.00 per share (the "Class B Stock") of Kaman Corporation (the "Company"), evidenced by the certificate numbers set forth on Annex A-1, registered in the name of SWK on the books and records of the Company and over which SWK has sole voting power, (ii) 4,151 shares of Class A Common Stock, par value $1.00 per share (the "Class A Stock"), of Kaman Corporation (the "Company"), evidenced by the certificate numbers set forth on Annex AA-2, registered in the name of Kaman SWK as trustee for Xxxxxxx X. Xxxxx on the books and records of the Company and over which the GPA Attorney-in-Fact SWK has sole voting power under the terms of the General Power of Attorneypower, and (iii) any additional shares of Class A Stock that or Class B Stock for which SWK may hereafter acquire the General Power of Attorney may thereafter govern right to vote (collectively, the "Shares"). Upon execution and delivery of this Irrevocable Proxy by KamanSWK, any and all prior proxies given by Kaman SWK with respect to any Shares are hereby revoked and Kaman SWK agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date that are inconsistent with the purpose and intent of this Irrevocable Proxy, as set forth in clauses (i), (ii) and (iiiii) of the fourth Paragraph hereof. This Irrevocable Proxy is irrevocable (to the fullest extent provided in the Connecticut Business Corporation Act), is coupled with an interest, which Kaman SWK hereby acknowledges, and is granted in consideration of KamanSWK, the Company and others entering into the Agreement, dated as of June 7, 2005 (the "Agreement"). Capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings ascribed thereto in the Agreement. This Irrevocable Proxy shall become effective promptly upon the occurrence of the end of the Permitted Termination Period and terminate on the Expiration Date. The Proxies named above are hereby authorized and empowered by KamanSWK, at any time and from time to time on or prior to the Expiration Date, to act as KamanSWK's proxy to vote the Shares, and to exercise all voting rights of Kaman SWK with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Connecticut Business Corporation Act and to be counted in determining whether a quorum is present at any meeting of the shareholders of the Company), at any annual, special or adjourned meeting of the shareholders of the Company for the purpose of (i) approving whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement and all other actions required in furtherance thereof, (ii) as to all of the Shares that are Class B Stock, approving the Proposed Charter Governance Amendments and all other actions required in furtherance thereof and (iiiii) disapproving or rejecting any proposal that (a) is inconsistent with or contrary to the terms and conditions of whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement, the Proposed Charter Governance Amendments or the Proposed Bylaw Governance Amendments or (b) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Kaman SWK or any other Party contained in the Agreement. All authority herein conferred shall survive the death or incapacity of Kaman SWK and any obligation of Kaman SWK hereunder shall be binding upon his heirs, personal representatives, successors and assigns. This Irrevocable Proxy shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflict of laws principles thereof. All actions and proceedings regarding the rights and obligations under this Irrevocable Proxy shall be heard and determined in any Connecticut state or federal court sitting in the City of Hartford. Kaman SWK acknowledges and agrees that performance of his obligations hereunder will confer a unique benefit on the Company and that a failure of performance will not be compensable by money damages. Kaman SWK agrees that this Irrevocable Proxy shall be specifically enforceable and that specific enforcement and injunctive relief shall be available to the Company for any breach of any agreement, covenant or representation hereunder. This Irrevocable Proxy may not be amended, restated or modified or any provision hereof waived without the written consent of the Company. Kaman SWK shall, upon request, execute and deliver any additional documents or instruments and take such actions as may reasonably be deemed by the Company to be necessary or desirable to complete the Irrevocable Proxy granted herein or to carry out the provisions hereof. If any term, provision, covenant, or restriction of this Irrevocable Proxy is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Irrevocable Proxy shall remain in full force and effect and shall not in any way be affected, impaired or invalidated. This Irrevocable Proxy may be executed in counterparts and signature pages exchanged by facsimile, and each counterpart shall be deemed to be an original, but all counterparts of which shall constitute one and the same agreement. (The remainder of this page has been intentionally left blank.)

Xxxxx and Xxxxxx X. Xxxxxxxx, Xx., and each of them (collectively, the "Proxies"), as his her sole and exclusive proxies, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent that Kaman RCK is entitled to do so) with respect to (i) the 234,626 23,132 shares of Class A Common Stock, par value $1.00 per share (the "Class A Stock"), of Kaman Corporation (the "Company"), evidenced by the certificate numbers set forth on Annex AA-1, registered in the name of Kaman RCK on the books and records of the Company and over which RCK has sole voting power, (ii) the GPA Attorney-in-Fact has voting power under 1,471 shares of Class B Common Stock, par value $1.00 per share (the terms "Class B Stock") of the General Power Company evidenced by the certificate numbers set forth on Annex A-2, registered in the name of AttorneyRCK on the books and records of the Company and over which RCK has sole voting power, and (iii) any additional shares of Class A Stock that or Class B Stock for which RCK may hereafter acquire the General Power of Attorney may thereafter govern right to vote (collectively, the "Shares"). Upon execution and delivery of this Irrevocable Proxy by KamanRCK, any and all prior proxies given by Kaman RCK with respect to any Shares are hereby revoked and Kaman RCK agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date that are inconsistent with the purpose and intent of this Irrevocable Proxy, as set forth in clauses (i), (ii) and (iiiii) of the fourth Paragraph hereof. This Irrevocable Proxy is irrevocable (to the fullest extent provided in the Connecticut Business Corporation Act), is coupled with an interest, which Kaman RCK hereby acknowledges, and is granted in consideration of KamanRCK, the Company and others entering into the Agreement, dated as of June 7, 2005 (the "Agreement"). Capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings ascribed thereto in the Agreement. This Irrevocable Proxy shall become effective promptly upon the occurrence of the end of the Permitted Termination Period and terminate on the Expiration Date. The Proxies named above are hereby authorized and empowered by KamanRCK, at any time and from time to time on or prior to the Expiration Date, to act as KamanRCK's proxy to vote the Shares, and to exercise all voting rights of Kaman RCK with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Connecticut Business Corporation Act and to be counted in determining whether a quorum is present at any meeting of the shareholders of the Company), at any annual, special or adjourned meeting of the shareholders of the Company for the purpose of (i) approving whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement and all other actions required in furtherance thereof, (ii) as to all of the Shares that are Class B Stock, approving the Proposed Charter Governance Amendments and all other actions required in furtherance thereof and (iiiii) disapproving or rejecting any proposal that (a) is inconsistent with or contrary to the terms and conditions of whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement, the Proposed Charter Governance Amendments or the Proposed Bylaw Governance Amendments or (b) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Kaman RCK or any other Party contained in the Agreement. All authority herein conferred shall survive the death or incapacity of Kaman RCK and any obligation of Kaman RCK hereunder shall be binding upon his her heirs, personal representatives, successors and assigns. This Irrevocable Proxy shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflict of laws principles thereof. All actions and proceedings regarding the rights and obligations under this Irrevocable Proxy shall be heard and determined in any Connecticut state or federal court sitting in the City of Hartford. Kaman RCK acknowledges and agrees that performance of his her obligations hereunder will confer a unique benefit on the Company and that a failure of performance will not be compensable by money damages. Kaman RCK agrees that this Irrevocable Proxy shall be specifically enforceable and that specific enforcement and injunctive relief shall be available to the Company for any breach of any agreement, covenant or representation hereunder. This Irrevocable Proxy may not be amended, restated or modified or any provision hereof waived without the written consent of the Company. Kaman RCK shall, upon request, execute and deliver any additional documents or instruments and take such actions as may reasonably be deemed by the Company to be necessary or desirable to complete the Irrevocable Proxy granted herein or to carry out the provisions hereof. If any term, provision, covenant, or restriction of this Irrevocable Proxy is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Irrevocable Proxy shall remain in full force and effect and shall not in any way be affected, impaired or invalidated. This Irrevocable Proxy may be executed in counterparts and signature pages exchanged by facsimile, and each counterpart shall be deemed to be an original, but all counterparts of which shall constitute one and the same agreement. (The remainder of this page has been intentionally left blank.)

Xxxxx and Xxxxxx X. Xxxxxxxx, Xx., and each of them (collectively, the "Proxies"), as his or her sole and exclusive proxies, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent that Kaman each of the DPA Attorneys-in-Fact is entitled to do so) with respect to the 234,626 258,375 shares of Class A B Common Stock, par value $1.00 per share (the "Class A B Stock"), of Kaman Corporation (the "Company"), evidenced by the certificate numbers set forth on Annex A, registered in the name of Kaman Xxxxxxx X. Xxxxx on the books and records of the Company over which the GPA AttorneyDPA Attorneys-in-Fact has have voting power under the terms of the General Durable Power of Attorney, and any additional shares of Class A B Stock that the General Durable Power of Attorney may thereafter govern (collectively, the "Shares"). Upon execution and delivery of this Irrevocable Proxy by Kamaneach of the DPA Attorneys-in-Fact, any and all prior proxies given by Kaman the DPA Attorneys-in-Fact with respect to any Shares are hereby revoked and Kaman each of the DPA Attorneys-in-Fact agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date that are inconsistent with the purpose and intent of this Irrevocable Proxy, as set forth in clauses (i), (ii) and (iiiii) of the fourth Paragraph hereof. This Irrevocable Proxy is irrevocable (to the fullest extent provided in the Connecticut Business Corporation Act), is coupled with an interest, which Kaman each of the DPA Attorneys-in-Fact hereby acknowledges, and is granted in consideration of Kamaneach of the DPA Attorneys-in-Fact, the Company and others entering into the Agreement, dated as of June 7, 2005 (the "Agreement"). Capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings ascribed thereto in the Agreement. This Irrevocable Proxy shall become effective promptly upon the occurrence of the end of the Permitted Termination Period and terminate on the Expiration Date. The Proxies named above are hereby authorized and empowered by Kamaneach of the DPA Attorneys-in-Fact, at any time and from time to time on or prior to the Expiration Date, to act as Kamanthe DPA Attorneys-in-Fact's proxy to vote the Shares, and to exercise all voting rights of Kaman the DPA Attorneys-in-Fact with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Connecticut Business Corporation Act and to be counted in determining whether a quorum is present at any meeting of the shareholders of the Company), at any annual, special or adjourned meeting of the shareholders of the Company for the purpose of (i) approving whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement and all other actions required in furtherance thereof, (ii) approving the Proposed Charter Governance Amendments and all other actions required in furtherance thereof and (iiiii) disapproving or rejecting any proposal that (a) is inconsistent with or contrary to the terms and conditions of whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board in accordance with the Agreement, the Proposed Charter Governance Amendments or the Proposed Bylaw Governance Amendments or (b) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Kaman the DPA Attorneys-in-Fact or any other Party contained in the Agreement. All authority herein conferred shall survive the death or incapacity of Kaman any of the DPA Attorneys-in-Fact and any obligation of Kaman any of the DPA Attorneys-in-Fact hereunder shall be binding upon his or her heirs, personal representatives, successors and assigns. This Irrevocable Proxy shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflict of laws principles thereof. All actions and proceedings regarding the rights and obligations under this Irrevocable Proxy shall be heard and determined in any Connecticut state or federal court sitting in the City of Hartford. Kaman Each of the DPA Attorneys-in-Fact acknowledges and agrees that performance of his or her respective obligations hereunder will confer a unique benefit on the Company and that a failure of performance will not be compensable by money damages. Kaman Each of the DPA Attorneys-in-Fact agrees that this Irrevocable Proxy shall be specifically enforceable and that specific enforcement and injunctive relief shall be available to the Company for any breach of any agreement, covenant or representation hereunder. This Irrevocable Proxy may not be amended, restated or modified or any provision hereof waived without the written consent of the Company. Kaman Each of the DPA Attorneys-in-Fact shall, upon request, execute and deliver any additional documents or instruments and take such actions as may reasonably be deemed by the Company to be necessary or desirable to complete the Irrevocable Proxy granted herein or to carry out the provisions hereof. If any term, provision, covenant, or restriction of this Irrevocable Proxy is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Irrevocable Proxy shall remain in full force and effect and shall not in any way be affected, impaired or invalidated. This Irrevocable Proxy may be executed in counterparts and signature pages exchanged by facsimile, and each counterpart shall be deemed to be an original, but all counterparts of which shall constitute one and the same agreement. Notwithstanding any other provision of this Irrevocable Proxy, each of the DPA Attorneys-in-Fact is executing and delivering this Irrevocable Proxy in his or her capacity as a fiduciary of Kaman and not in his or her capacity as a director or officer of the Company, and nothing herein shall require any such person to act in his or her capacity as a director or officer of the Company or any of its subsidiaries in a manner contrary to the proper discharge of his or her fiduciary duties to the Company or any of its subsidiaries. (The remainder of this page has been intentionally left blank.)