EXHIBIT 10g(ii)
Amendment No. 2
to
Amended and Restated Employment Agreement
This Amendment No. 2 is made as of February 17, 2004, by and
between Xxxx X. Xxxx ("I", "me", or "my") and Kaman Corporation
("Kaman" or "the Company").
WITNESSETH:
WHEREAS, the Company and I entered into Amendment No. 1,
Amended and Restated Employment Agreement dated September 11, 2001
(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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Xxxx X. Xxxx
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Date
Acknowledged and Agreed this 5th day of
March, 2004.
Kaman Corporation
/s/ Xxxxxx X. Xxxxxxx
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By Xxxxxx X. Xxxxxxx
Its Executive Vice President and CFO
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