RESTRICTED STOCK AGREEMENT (Under the Kaman Corporation
(Under
the Kaman Corporation
2003
Stock Incentive Plan)
THIS
AGREEMENT, made and entered into as of the 20th
day of
February, by and between KAMAN CORPORATION, a Connecticut corporation, with
its
principal office in Bloomfield, Connecticut (the “Corporation”), and Xxxxxx X.
Xxxxxxx (the “Participant”);
W
I T N E
S S E T H :
WHEREAS,
it has been determined that the Participant, who currently serves as Executive
Vice President and Chief Financial Officer of the Corporation, is an Eligible
Person under the Corporation's 2003 Stock Incentive Plan (the “Plan”);
and
WHEREAS,
effective as of the date hereof, the Corporation has granted a Restricted Stock
Award to the Participant pursuant to the Plan and subject to the terms and
conditions set forth in this Agreement;
NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, the parties agree as follows:
1. Restricted
Stock Award.
(a) Subject
to the terms and conditions of this Agreement, fifteen thousand (15,000) shares
of the Common Stock of the Corporation (the “Restricted Shares”) shall be
transferred to the Participant as additional compensation for services rendered
to the Corporation or one of its Subsidiaries. The Restricted Shares may be
subject to forfeiture during a specified time period, as more particularly
described in Sections 2 and 3 of this Agreement.
(b) In
order
for the transfer of Restricted Shares to occur, the Participant must execute
and
deliver a copy of this Agreement to the Vice President of Human Resources at
the
Corporation's offices in Bloomfield, Connecticut within sixty (60) days of
the
date of this Agreement. If the Restricted Shares are subject to forfeiture,
such
executed copy of this Agreement must be accompanied by the attached stock powers
(in accordance with Section 3 (e) hereof). Promptly thereafter, certificates
representing the Restricted Shares subject to forfeiture shall be issued and
held for the Participant by the Vice President of Human Resources of the
Corporation (the “Custodian”) until the end of the Restriction Period described
in Section 2. Restricted Shares not subject to forfeiture shall be promptly
issued and delivered to the Participant.
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(c) Effective
upon the date of delivery to the Participant, or to the Custodian, as indicated
in subsection (b) above, of certificates for the Restricted Shares registered
in
the Participant's name, the Participant will be a holder of record of the
Restricted Shares and will have, subject to the terms and conditions of this
Agreement, all rights of a shareholder with respect to such shares including
the
right to vote such shares at any meeting of shareholders of the Corporation
at
which such shares are entitled to vote and the right to receive all
distributions of any kind paid with respect to such shares. With respect to
an
Employee, if distributions are paid in the form of Common Stock, any such shares
will be delivered to and held by the Custodian, if subject to forfeiture, or
the
Participant if not subject to forfeiture, and will be considered “Restricted
Shares.”
2. Lapse
of Restrictions.
(a) All
restrictions set forth in Section 3 below will lapse in their entirety with
respect to one hundred percent (100%) of the Restricted Shares on the first
anniversary of the appointment of a permanent successor to Xxxx X. Xxxx as
the
Company’s President, but in no event later than February 28, 2009 (“the
“Restriction Period”). Subject to the following provisions, Restricted Shares
shall, as of the end of the Restriction Period, be free of further restrictions
(“vested”).
(b) As
soon
as reasonably practicable after the end of the Restriction Period, the Custodian
will deliver to the Participant the certificate or certificates for the vested
shares subject to the Restriction Period; provided, however, that the Custodian
shall not issue such shares to the Participant until the Participant has either
(i) paid, or (ii) made provisions satisfactory to the Committee for the payment
of, all applicable tax withholding obligations.
(c) If
the
Participant's employment with or other service to the Corporation or a
Subsidiary terminates during the Restriction Period (i) because of the
Participant’s death or Disability, or (ii) in a manner that entitles the
Participant to severance payments under either his Employment Agreement or
his
Change in Control Agreement with the Company as a result of the termination
of
his employment by the Company without Cause or by the Executive for Good Reason
(as such terms are defined in those agreements), effective on the date of any
such event all restrictions set forth in Section 3 will lapse in their entirety
with respect to all of the then Restricted Shares and certificates for the
Restricted Shares will be delivered in accordance with Section
2(b).
3. Restrictions.
To the
extent that the Restricted Shares remain subject to restrictions set forth
in
this Section 3, such restrictions shall lapse in the event of a Change in
Control, as defined and subject to the conditions set forth in the
Plan.
(a) Except
as
provided in Section 2(c), if the Participant's employment with or other service
to the Corporation or a Subsidiary terminates during the Restriction Period,
then effective upon the date of termination, all Restricted Shares which are
not
vested shall automatic-ally be forfeited to the Corporation. Employment or
other
service will not be deemed to have terminated for this purpose by reason of
a
leave of absence approved by the Committee.
(b) None
of
the Restricted Shares, nor the Participant's interest in any of the Restricted
Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise
disposed of at any time during the Restriction Period. In the event of any
such
action, all then Restricted Shares shall automatically be forfeited to the
Corporation effective upon the date of such event. The Participant will repay
to
the Corporation all dividends, if any, paid on or after the date of the event
with respect to the forfeited shares.
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(c) If
the
Participant at any time forfeits Restricted Shares pursuant to this Agreement,
the certificate or certificates for such Restricted Shares will be delivered
by
the Custodian to the Corporation. All of the Participant's rights to and
interest in the Restricted Shares shall terminate upon forfeiture without
payment of consideration.
(d) The
Participant shall sign and deliver to the Corporation the stock powers attached
hereto relating to the Restricted Shares. If Restricted Shares are forfeited
under this Agreement, the Corporation shall direct the Transfer Agent and
Registrar of the Corporation's Common Stock to make appropriate entries upon
their records showing the cancellation of the certificate or certificates for
the Restricted Shares and to return the shares represented thereby to the
Corporation. The stock power gives the Custodian the authority to take any
action necessary to affect the transfer of shares to the Corporation. The stock
power or powers will be returned to the Participant upon expiration of the
Restriction Period.
(e) The
Committee shall make all determinations in connection with this Agreement,
including determinations as to whether an event has occurred resulting in the
forfeiture of or lapse of restrictions on Restricted Shares and all such
determinations of the Committee shall be final and conclusive.
4. Appointment
Of Agent.
By
executing this Agreement, the Participant, if the Restricted Shares are subject
to forfeiture, irrevocably nominates, constitutes and appoints the Custodian
as
his agent and attorney-in-fact for purposes of surrendering or transferring
the
Restricted Shares to the Corporation upon any forfeiture required or authorized
by this Agreement. This power is intended as a power coupled with an interest
and shall survive the Participant's death. In addition, it is intended as a
durable power and shall survive the Participant's Disability.
5. No
Employment Rights.
No
provision of this Agreement shall:
(a) confer
or
be deemed to confer upon the Participant any right to continue in the employ
of
the Corporation or any Subsidiary or in any way affect the right of the
Corporation or any Subsidiary to dismiss or otherwise terminate the
Participant's employment at any time for any reason with or without cause,
or
(b) be
construed to impose upon the Corporation or any Subsidiary any liability for
any
forfeiture of Restricted Shares which may result under this Agreement if the
Participant's employment is so terminated, or
(c) affect
the Corporation's right to terminate or modify any contractual relationship
with
a Participant, who is not an employee of the Corporation or a
Subsidiary.
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6. No
Liability For Business Acts Or Omissions.
(a) The
Participant recognizes and agrees that the Board or the officers, agents or
employees of the Corporation, including the Custodian, in their conduct of
the
business and affairs of the Corporation, may cause the Corporation to act,
or to
omit to act, in a manner that may, directly or indirectly, prevent the
Restricted Shares from vesting under this Agreement. No provision of this
Agreement shall be interpreted or construed to impose any liability upon the
Corporation, the Board or any officer, agent or employee of the Corporation,
including the Custodian, for any forfeiture of Restricted Shares that may
result, directly or indirectly, from any such action or omission.
(b) In
the
event of recapitalization, stock split, stock dividend, divisive reorganization
or other change in capitalization affecting the Corporation's shares of Common
Stock, an appropriate adjustment will be made in respect of the Restricted
Shares. Any new or additional or different shares or securities issued as the
result of such an adjustment with respect to vested shares will be delivered
to
the Participant. Any new or additional or different shares or securities issued
as the result of such an adjustment with respect to Restricted Shares that
are
not vested will be delivered to and held by the Custodian and will be deemed
included within the term “Restricted Shares.”
7. Capitalized
Terms.
All
capitalized terms not defined herein shall have the meaning ascribed to them
in
the Plan.
8. Interpretation.
This
Agreement shall at all times be interpreted, administered and applied in a
manner consistent with the provisions of the Plan. In the event of any
inconsistency between the terms of this Agreement and the terms of the Plan,
the
terms of the Plan shall control and the Plan is incorporated herein by
reference.
9. Amendment;
Modification; Waiver.
No
provision of this Agreement may be amended, modified or waived unless such
amendment, modification or waiver shall be authorized by the Committee and
shall
be agreed to in writing by the Participant.
10. Complete
Agreement.
This
Agreement contains the entire Agreement of the parties relating to the subject
matter of this Agreement and supersedes any prior agreements or understandings
with respect thereto.
11. Agreement
Binding.
This
Agreement shall be binding upon and inure to the benefit of the Corporation,
its
successors and assigns and the Participant, his or her heirs, devisees and
legal
representatives.
12. Legal
Representative.
In the
event of the Participant's death or a judicial determination of his or her
incompetence, reference in this Agreement to the Participant shall be deemed
to
refer to his or her legal representative, heirs or devisees, as the case may
be.
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13. Business
Day.
If any
event provided for in this Agreement is scheduled to take place on a day on
which the Corporation's corporate offices are not open for business, such event
shall take place on the next succeeding day on which the Corporation's corporate
offices are open for business.
14. Titles.
The
titles to sections or paragraphs of this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the title of any section or paragraph.
15. Notices.
(a) Any
notice to the Corporation pursuant to any provision of this Agreement will
be
deemed to have been delivered when delivered in person to the Corporation or
when deposited in the United States mail, addressed to the Secretary of the
Corporation at the Corporation's corporate offices, or such other address as
the
Corporation may from time to time designate in writing.
(b) Any
notice to the Participant pursuant to any provision of this Agreement will
be
deemed to have been delivered when delivered to the Participant in person or
when deposited in the United States mail, addressed to
the
Participant at
the
address on the shareholder records of the Corporation or such other address
as
he or she may from time to time designate in writing.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the
date first written above.
|
Participant
|
KAMAN
CORPORATION
|
|||
|
/s/
Xxxxxx X.Xxxxxxx
|
/s/
Xxxx X. Xxxx
|
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|
Xxxxxx
X. Xxxxxxx
|
Xxxx
X. Xxxx
|
|||
|
Executive
Vice President and
Chief
Financial Officer
|
President
and
Chief
Executive Officer
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