December 5, 2023 Richard S. Smith, Jr.
Exhibit 10.34
December 5, 2023
Xxxxxxx X. Xxxxx, Xx.
0000 Xxxx Xxxxx Xxxxxx
Bloomfield, CT 06002
PRIVATE & CONFIDENTIAL
Dear Xxxxxxx:
On behalf of Kaman Corporation (the “Company”), I am writing to inform you that, pursuant to the terms of this letter agreement (this “Agreement”), the Company is providing you with the opportunity to receive a cash retention bonus (a “Retention Bonus”). The Company is offering this Retention Bonus opportunity in light of the important role you are expected to play in our future success.
You will be entitled to receive a Retention Bonus in the amount of $212,500.00, subject to your continued employment with the Company through the third anniversary of the Effective Date set forth below (the “Completion Date”). In addition, you will be entitled to receive the Retention Bonus if you retire following the second anniversary of the Effective Date; provided that (1) you provide the Company with at least six months prior written notice of your retirement date (the “Notice Period”) and(2) during the Notice Period, you remain employed and take all actions reasonably requested of you to assist the Company in its efforts to identify and transition to your successor. Subject to the satisfaction of the foregoing conditions, the date of your retirement shall be the Completion Date.
Your Retention Bonus, if earned, will be paid to you in a lump sum on the next regularly scheduled payroll date following the Completion Date, less applicable withholdings and deductions.
Reference is hereby made to that certain Change in Control Agreement, between you and the Company, dated as of January 27, 2023 (the “CIC Agreement”) . Notwithstanding anything herein to the contrary, if your employment is terminated by the Company prior to the third anniversary of the Effective Date under circumstances which entitle you to severance payments and benefits under the CIC Agreement, without regard to whether a “Change in Control” has occurred for purposes thereof, or under any broad-based executive severance policy, plan or program maintained by the Company, the Completion Date shall be deemed to be the date of such termination and you shall be entitled to the Retention Bonus hereunder.
In addition, notwithstanding anything herein to the contrary, if your employment with or other service to the Company terminates prior to the third anniversary of the Effective Date because of death or Disability (as defined in Section 22(e)(3) of the Code), the Completion Date shall be deemed to be the date of such event.
You agree and acknowledge that the provisions of Section 2 (Protection of Company Interests) and Section 20 (Taxes; Limitation on Excess Parachute Payments) of the Restricted Stock Agreement between you and the Company, dated as of December 5, 2023 are hereby incorporated by reference into this Agreement as if first set forth herein and, without limiting any other provision of this Agreement, such provisions will continue to apply to you in accordance with their terms.
Neither this Agreement, nor any modification thereof, nor the payment of any benefits hereunder, will be construed as giving you the right to be retained in the service of the Company. Your employment with the Company is “at-will,” meaning that either you or the Company may terminate your employment at any time and for any reason. This Retention
Kaman Corporation I 0000 Xxxx Xxxxx Xxxxxx X Xxxxxxxxxx, XX 00000 XXX I P: x0 000.000.0000 I F: x0 000.000.0000 I xxxxx.xxx
Agreement will be governed by and construed and enforced in accordance with the laws of the State of Connecticut without regard to conflicts of laws principles.
If you are in agreement with the terms of this Agreement, please sign and date below and return it to me at your earliest opportunity, but no later than December 8, 2023.
Sincerely,
KAMAN CORPORATION
/s/ Xxx Xxxxx
By: Xxx X. Xxxxx
Its: President & Chief Executive Officer
Agreed to and accepted by:
/s/ Xxxxxxx X. Xxxxx Effective Date: 12/5/2023
Xxxxxxx X. Xxxxx, Xx.
Xxxxxxx X. Xxxxx, Xx.
Kaman Corporation I 0000 Xxxx Xxxxx Xxxxxx X Xxxxxxxxxx, XX 00000 XXX I P: x0 000.000.0000 I F: x0 000.000.0000 I xxxxx.xxx
