FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
FIRST
AMENDMENT TO
THIS
AMENDMENT is dated as of February 20, 2007, between Kaman
Corporation, a Connecticut corporation (the “Company”), and Xxxx X. Xxxx (the
“Executive”).
WHEREAS,
the Executive and the Company are parties to an Employment Agreement dated
as of
February 24, 2006 and effective as of February 21, 2006 (the “Employment
Agreement”); and
WHEREAS,
the Executive and the Company have agreed to amend the Employment Agreement
as
set forth below.
NOW,
THEREFORE, it is hereby agreed as follows:
| 1. |
Effective
as of February 21, 2006, the first sentence of Section 8(a) is hereby
amended and restated to read as
follows:
|
|
“Upon
employment termination due to Disability, the Company shall pay or
provide
the Executive (i) any unpaid Base Salary through the date of termination
and any accrued vacation in accordance with Company policy; (ii)
any
unpaid bonus or other short-term and long-term incentive compensation
earned with respect to any completed fiscal year; (iii) reimbursement
for
any unreimbursed expenses incurred through the date of termination;
(iv)
all other payments and benefits to which the Executive may be entitled
under the terms of any applicable compensation arrangement or benefit,
equity or perquisite plan or program or grant or this Agreement,
including
but not limited to any applicable pension, retirement and insurance
benefits (collectively, “Accrued Amounts”).”.
|
| 2. |
Effective
as of February 21, 2006, Section 8(d)(3) of the Employment
Agreement
is hereby amended and restated to read as
follows:
|
|
“an
amount equal to the product of two times the sum of (i) the Executive’s
then Base Salary and (ii) the most recent annual bonus paid to the
Executive (or awarded by the Board or the Committee for the preceding
calendar year if not then paid), payable in a single lump sum commencing
on the earliest payroll date that does not result in adverse tax
consequences to Executive under Section 409A of the Code. Notwithstanding
the foregoing, if the Executive terminates employment within two
years of
his Retirement Date, the lump sum amount described in the immediately
preceding sentence shall be reduced by multiplying it by a fraction,
the
numerator of which is the number of days from the Executive’s employment
termination date until the Retirement Date, and the denominator of
which
is 730;”.
|
1
| 3. |
Effective
as of February 21, 2006, Section 8(d)(4) of the Employment
Agreement
is hereby amended and restated to read as
follows:
|
|
“each
cash-based long-term performance award for which the performance
period
has not yet been completed as of the date of such termination shall
be
deemed fully vested and fully earned and then shall be cancelled
in
exchange for a cash payment equal to 100% of the target value of
such
award multiplied by a fraction, the numerator which is the number
of days
the Executive remained employed with the Company during the award’s
performance period and the denominator of which is the total number
of
days during the award’s performance
period;”.
|
| 4. |
Effective
as of February 21, 2006, Section 8(e)(3) of the Employment
Agreement
is hereby amended and restated to read as
follows:
|
|
“each
cash-based long-term performance award for which the performance
period
has not yet been completed as of the date of such termination shall
be
deemed fully vested and fully earned and then shall be cancelled
in
exchange for a cash payment within 10 business days after the date
of the
Executive’s retirement with payment equal to 100% of the target value of
such award multiplied by a fraction, the numerator which is the number
of
days the Executive remained employed with the Company during the
award’s
performance period and the denominator of which is the total number
of
days during the award’s performance
period;”.
|
| 5. |
Except
as expressly modified by the terms of this Amendment, the provisions
of
the Employment Agreement shall continue in full force and
effect.
|
| 6. |
This
Amendment may be executed in several counterparts, each of which
shall be
deemed an original and which together shall constitute but one and
the
same instrument.
|
| 7. |
This
Amendment shall be governed by, and construed in accordance with,
the laws
of the State of Connecticut without regard to its conflicts of law
principles.
|
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the
day
and year first written above.
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Kaman
Corporation
|
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By:
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/s/ Xxxxx
X. Xxxxxxx
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Xxxxx
X. Xxxxxxx
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Its:
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Chairman,
Personnel and Compensation Committee
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By:
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/s/
Xxxx X. Xxxx
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Xxxx
X. Xxxx
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