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EXHIBIT 10g(xvi)
EMPLOYMENT AGREEMENT
This Agreement is made as of February 17, 2004, ("Effective Date")
by and between Xxxxxxx X. Xxxxx ("I" , "me", or "my") and Kaman
Corporation ("Kaman" or "the Company").
WITNESSETH:
WHEREAS, the Company and I have established an employment
relationship; and
WHEREAS, the parties desire to continue the employment
relationship on the terms and conditions contained in this
Agreement;
NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement, the Company and I agree as follows:
I. (a) I will abide by all of Kaman's rules and regulations now
or hereafter established and agree that the posting of any such
rules or regulations on the bulletin boards of the various
departments and/or as listed in any employee handbooks will
constitute personal notice thereof to me. I understand that no
statements made in any such publications or elsewhere shall
operate to change the terms and conditions of my employment as
described in this Agreement.
(b) I understand and agree that I may become aware of certain
secret and/or confidential information during the course of my
employment and such information includes, but is not limited to,
that pertaining to methods, processes, designs, equipment,
catalogues, computer disks, customer lists, inventions, sales and
operating procedures. I agree that all tangible confidential
information such as computer disks, reports, customer lists, etc.
are the sole property of Kaman and I agree that upon termination
of employment with Kaman, I will return, on demand, any and all
confidential information in my possession. During and after my
employment, I will disclose to Kaman and will not divulge or
appropriate to my own use or to the use of others, including any
other employer, any such confidential information or knowledge
obtained by me during such employment, whether in tangible or
intangible form, including, but not limited to data, plans,
decisions, methods, processes, designs, equipment, catalogues,
customer lists, inventions, and sales and operating procedures.
(c) Recognizing that, by virtue of my employment, I may learn
information, not generally available, concerning business methods,
customer lists or other trade secrets, I agree that during my
employment I will not, directly or indirectly, become connected
with, promote the interest of, or engage in any other business or
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activity competing with the business to which my employment
relates within the geographical area in which the business of the
Company is conducted. I further agree that if any court or
arbitrator should find this covenant and agreement against
competition not to be reasonable as to the scope of prohibited
activities, then such portion of this covenant and agreement held
to be unreasonable shall be regarded as severable and stricken
from this Agreement, and such covenant and agreement shall be of
full force and effect for the activities which are determined not
to be unreasonable.
(d) I will treat as for Kaman's sole benefit, and fully and
promptly disclose and assign to Kaman without additional
compensation, all ideas, discoveries, inventions and improvements,
patentable or not, which, while I am employed, are made, conceived
or reduced to practice by me, alone or with others, during or
after usual working hours either on or off my job, and which are
related directly or indirectly to Kaman's business or interest or
which result from tasks assigned to me by Kaman.
(e) I agree, at Kaman's expense, at any time during or after
my employment, to sign all papers and do such other acts
reasonably required of me to protect Kaman's rights to said ideas,
discoveries, inventions and improvements, including applying for,
obtaining and enforcing patents on said discoveries, inventions,
improvements in any and all countries.
(f) I represent that there are no agreements, understandings
or legal requirements applicable to me which prohibit the
execution of this Agreement or prohibit or otherwise limit the
performance of my obligations hereunder or my duties as an
employee of the Company nor will the execution of this Agreement
and the performance of my obligations or duties result in a
conflict of interest between me and any other party.
II. I understand that, as an employee of Kaman, I owe a duty of
loyalty to Kaman. As part of this duty of loyalty, I will:
(a) avoid personal investment, interests or associations
which might interfere with the independent exercise of my
judgment on business related matters;
(b) not, directly or through a member of my immediate family
or otherwise, accept any gratuitous payment, loan, service, or
other consideration of value from any party doing or seeking to do
business with Kaman;
(c) fully disclose all facts concerning services that I, or
any other person of whom I have knowledge, may have rendered to
any party competing, dealing, or seeking to deal with Kaman, if it
is required to determine if a conflict of interest exists; and
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(d) not buy or sell Kaman Corporation stock if I have
information about Kaman Corporation or any of its subsidiaries
that is not already available to the public nor will I tell other
people about any information of that kind. I understand and
acknowledge that Kaman's policies prohibit such behavior and in
many cases, it will be in violation of the securities laws.
III. I understand and agree that my employment with Kaman is an
"at will" relationship and such employment and compensation can be
terminated, with or without cause, and with or without notice,
at any time, at the option of Kaman or me. I understand that this
Agreement can be changed only by a written document signed by me
and the President or other designated officer of Kaman. No
application, brochure, policy statement, procedure, benefit plan,
summary, work rules, employee handbook, or any other written or
oral communication between the Company and its employees is
intended to create an employment contract. I understand and agree
that as a condition of my "at will" employment, if any disputes
arise out of my termination of employment with the Company that I
will first seek to resolve all such disputes by engaging in good
faith discussions with appropriate managerial personnel of the
Company.
IV. (a) Notwithstanding any other provision of this Agreement,
(I) if Kaman terminates my employment before I attain normal
retirement age (as defined in the Kaman Corporation Employees'
Pension Plan), if there is then existing a written Company policy
requiring executives to retire at that age, or at any time, if
there is no such then existing policy, for any reason (other than
due to my willful refusal to perform proper responsibilities of my
position or a violation of law on my part), or (II) if I terminate
my employment for "good reason", and (III) the Change in Control
Agreement of even date herewith, as amended, between Kaman and me
is not applicable, then on my last day of employment (the
"Termination Date"), the Company will provide me with:
1) a lump sum cash payment equal to two (2) times my then
current base annual salary rate (which rate cannot be less than
the salary rate for the most recently completed calendar year
prior to the Termination Date or the salary rate in effect as of
the Effective Date, whichever is higher);
2) a lump sum cash payment equal to two (2) times my most
recent cash bonus payment; and the bonus for which I am eligible
due to my employment during the calendar year in which the
Termination Date occurs, with such bonus to be pro rated and
calculated in accordance with the Kaman Corporation Cash Bonus
Plan;
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
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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
4) my Company automobile. The book value then attributed to
it by the leasing company will be considered Afringe benefit@
income and that amount will be subject to tax during the calendar
year in which the Termination Date occurs.
In addition to the aforementioned items, the Company will
provide me with:
5) reimbursement for COBRA premium payments for applicable
group medical/dental benefits until I accept employment elsewhere,
but in any event for not more than twelve (12) months; and
6) premium payments for one (1) year with regard to the Mass
Mutual group universal life insurance policy issued in my name.
(b) It is understood that I will have "good reason" to
terminate my employment with the Company if any one of the
following acts, or failures to act, by the Company, occurs:
1) I am removed from the officer position held by me at the
Effective Date; or
2) I am assigned any duties or responsibilities inconsistent
with the officer position held by me at the Effective Date or
there is a substantial diminution in the nature or status of my
responsibilities from those existing on the Effective Date; or
3) the Company reduces my annual base salary from that
existing on the Effective Date; or
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4) the Company significantly reduces my annual cash bonus
from the "modified target bonus opportunity" figure that is
calculated each year in accordance with the Kaman Corporation Cash
Bonus Plan.
(c) It is understood that "good reason" will not be deemed to
exist if I am required to retire due to a then existing written
Company policy requiring executives to retire at normal retirement
age (as defined in the Kaman Corporation Employees' Pension Plan).
(d) My right to terminate my employment for good reason shall
not be affected by my incapacity due to physical or mental
illness. My continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act
constituting good reason under this Agreement.
(e) It is understood that for purposes of any determination
regarding the existence of good reason, any claim by me that good
reason exists shall be presumed to be correct unless the Company
establishes to its Board of Directors by clear and convincing
evidence that good reason does not exist.
(f) In the event that the items described in Section IV (a)
are provided to me pursuant to this Agreement, I agree that for a
period of two (2) years following the Termination Date, I will
not, directly or indirectly, become connected with, promote the
interest of, or engage in any other business or activity competing
with the business of the Company within the geographical area in
which the business of the Company is conducted.
(g) Unless required otherwise by law or government
regulation, the parties will maintain the terms and conditions of
this Agreement in confidence.
V. This Agreement supersedes any previous agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which may exist between the
parties, except that both parties acknowledge the validity of that
certain Change in Control Agreement of even date herewith, between
the parties. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
Connecticut. Any payments provided for hereunder shall be paid
net of any applicable withholding required under federal, state or
local law and any additional withholding to which I have agreed.
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In Witness Whereof, the parties have executed, or caused this
Agreement to be executed, on his or its behalf.
---------------------------- -------------------------------
Date Signature of Employee
Xxxxxxx X. Xxxxx
-------------------------------
Employee's Typed Name
Acknowledged and Agreed this 5th day of
March, 2004.
Kaman Corporation
/s/ Xxxx X. Xxxx
----------------------------
By Xxxx X. Xxxx
Its President and CEO
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