EXHIBIT 10g(viii)
Amendment No. 2
to
Amended and Restated Employment Agreement
This Amendment No. 1 is made as of February 17, 2004, by and
between Xxxxxx X. Xxxxxxxxxx ("I", "me", or "my") and Kaman
Aerospace Corporation ("Kaman" or "the Company").
WITNESSETH:
WHEREAS, the Company and I entered into an Employment
Agreement dated as of July 9, 2001 as amended (the "Employment
Agreement"); and
WHEREAS, the parties desire to amend the Employment
Agreement as provided in this Amendment;
NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:
1. Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:
"3) with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with
respect to any restricted stock shall lapse; (ii) at my election,
to be made in writing on or before the Termination Date, either
(a) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options, or (b) all stock appreciation rights and stock options
shall be deemed fully vested and, following the Termination Date,
I shall have the right to exercise such stock appreciation rights
and stock options for the periods provided by the Kaman
Corporation 2003 Stock Incentive Plan, as amended; and (iii) each
long-term performance award shall be deemed fully vested and
fully earned and then shall be canceled in exchange for a cash
payment equal to 100% of the target value of such award
multiplied by a fraction the numerator of which is the number of
days elapsing from the date of grant of such award to the
Termination Date and the denominator of which is the number of
days constituting the full term of such award; and"
2. Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.
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In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.
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Xxxxxx X. Xxxxxxxxxx
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Date
Acknowledged and Agreed this 5th day of
March, 2004.
Kaman Aerospace Corporation
/s/ Xxxxxx X. Xxxxxxx
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By Xxxxxx X. Xxxxxxx
Its Vice President
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