AGREEMENT
Exhibit10h(vi)
AGREEMENT
Agreement
made this 26th
day of
June, 1984 by and between KAMAN CORPORATION, a Connecticut corporation having
its principal office in Bloomfield, Connecticut (the “Corporation”), and Xxxx X.
XxXxxxxxx, a director of the Corporation (the “Director”)
WHEREAS,
the Director is and will be rendering valuable services to the Corporation
as a
member of its Board of Directors;
WHEREAS,
the Corporation and the Director wish to enter into an arrangement for the
deferred payment of compensation which the Director may earn in his capacity
as
a Director.
NOW
THEREFORE, the Corporation and the Director do hereby agree as
follows:
1. The
Corporation agrees to establish a Deferred Compensation Account (the “Deferred
Account”) on its books, on behalf of the Director, to be credited with such
compensation as shall be deferred along with interest thereon, as provided
below.
2. On
or
before December 31 of any year the Director may elect to defer current receipt
of all, or a specified portion of, his compensation for services as a director
for succeeding periods. Such election (the “election”) will remain in effect
until the Director ceases to be a Director, until the Director amends the
election, or until the Director terminates the election.
3. The
election and any amendment or termination of the election, shall be made by
the
Director completing and executing a form titled “Notice of Election to Defer
Director’s Compensation” (the “Notice”), a copy of which form is attached hereto
as Exhibit “A”.
4. The
Corporation agrees annually to credit the Director’s Deferred Account with
additional compensation, as if interest was earned thereon, at the rate
determined each December by
the
Compensation Committee of the Board of’ Directors, compounded annually on the
balance in the Deferred Account as of December 31 each year.
5. By
completing and delivering the Notice, the Director shall irrevocably select
the
method pursuant to which amounts credited to his Deferred Account shall be
distributed to him. Any amended Notice will apply only to amounts credited
to
the Deferred Account for succeeding periods following the election. He may
choose to have such amounts paid in a lump sum or in approximately equal
quarterly installments over a period of not to exceed ten (10)
years.
Any
lump
sum payment hereunder shall be made on the first business day of the month
selected by the Director pursuant to the election, and installment payments
hereunder shall commence on the first business day of the month selected by
the
Director pursuant to the election. Notwithstanding the Director’s selection of
the method of distribution, amounts payable under the plan shall be distributed
in a lump sum to his beneficiary designated in his Notice, or in the event
no
living beneficiary shall he so designated to his estate within thirty (30)
days
following his death.
6. At
its
option, the Corporation may elect to fund amounts credited to the Deferred
Account on behalf of the Director but title to such Account; and any assets
contained therein, shall at all times remain in the Corporation, and the
Director or his beneficiaries shall not have any property interest whatsoever
in
any specific assets which may be contained in his Account.
7. Notwithstanding
any other provisions of this Agreement to the contrary, for serious financial
reasons, the Director or Director’s legal representative, if the Director is not
competent to manage his affairs, may apply to the Corporation for acceleration
of the payment of funds credited to the Director’s Deferred Account under this
Agreement. If such application is approved by the Corporation, the acceleration
of payment will be effective at the later of the dates specified in the
Director’s application or the date of approval by the Corporation. Whenever an
application for acceleration of payment is honored, the Corporation shall pay
the Director a portion, including all, of the amount equal to the then current
value of his Deferred Account. Any payment no made shall be in partial or
complete discharge, as the case may be, of the liabilities of the Corporation
under this Agreement. Serious financial reasons shall include bankruptcy or
impending bankruptcy, unexpected and unreimbursed major expense resulting from
illness to person or accident to person or property and other types of
unexpected and unreimbursed expenses of a major or emergency nature where
acceleration of payment of funds allocated to the Director’s account would be
necessary to prevent great hardship to the Director.
8. Nothing
contained in this Agreement and no action taken pursuant to the provisions
of
this Agreement shall create or be construed to create a trust of any kind,
or a
fiduciary relationship between the Corporation and the Director, his designated
beneficiary, or any other person. Any funds which may be invested under the
provisions of this Agreement shall continue for all purposes to be apart or
the
general funds of the Corporation and no person other than the Corporation shall
by virtue of the provisions of this Agreement have any interest in such funds.
To the extent that any person acquires a right to receive payments from the
Corporation under this Agreement, such right shall be no greater than the right
of any unsecured general creditor of the Corporation.
9. The
right
of the Director or any other person to the payment of deferred compensation
or
other benefits under this Agreement shall not be assigned, transferred, pledged
or encumbered except by will or by the laws of descent and
distribution.
10. If
the
Corporation shall find that the Director is unable to care for his affairs
because of illness or accident, any payment due (unless a prior claim thereof
shall have been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, any child of the Director or to
any
person deemed by the Corporation, acting jointly, to have incurred expense
for
the director in such manner and proportions as the Corporation may determine.
Any such payment shall be in partial or complete discharge, as the case may
be,
of the liabilities of the Corporation under this Agreement.
1
11. Nothing
contained herein shall be construed as conferring upon the Director the right
to
continue in the service of the Corporation as a director or in any other
capacity.
12. The
Corporation shall have full power and authority to interpret, construe and
administer this Agreement and the Corporation’s interpretations and construction
thereof, and actions thereunder, including any valuation of the Deferred
Account, or the amount or recipient of the payment to be made therefrom, shall
be binding and conclusive on all persons for all purpose. The Corporation shall
not be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Agreement unless attributable
to
its own willful misconduct.
13. Nothing
contained in this Agreement shall affect the right of the Director to
participate in any pension, profit sharing or other retirement plan or in any
supplemental compensation agreement which constitutes a part of the
Corporation’s regular compensation structure for directors now or hereafter
instituted, continued or maintained by the Corporation. Nothing contained herein
shall limit the, right of the Board of Directors to determine from time to
time
the compensation, if any, of its directors; and credits to the Deferred Account
hereunder shall be made only if and to the extent that compen-sation is
established by the Board of Directors for such service.
14. This
Agreement shall be binding upon and inure to the benefit of the Corporation,
its
successors and assigns and the Director and his heirs, executors,
administrators, and legal representatives.
15. This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Connecticut.
16. The
Notice, and any other communications hereunder, shall be deemed effective when
delivered in writing to:
IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its
Senior Vice President and the Director has hereunto set his hand and seal as
of
the date first above written.
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KAMAN
CORPORATION
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/s/
Xxxx Xxxxxxx
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Its
Senior Vice President
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Duly
Authorized
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/s/
Xxxxx Xxxxx
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/s/
Xxxx X. XxXxxxxxx (L.S.)
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Xxxx
X. XxXxxxxxx
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Director
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2
EXHIBIT
“A”
NOTICE
OF
ELECTION TO DEFER DIRECTOR’S COMPENSATION
Date:
_________________
To: Kaman
Corporation
X.X.
Xxx
0
Xxxxxxxxxx,
Xxxxxxxxxxx 00000
Attention: Xx.
Xxxxxx X. Xxxxxxxx
Senior
Vice President
Pursuant
to the Agreement between the undersigned, and Kaman Corporation, dated
____________, the undersigned hereby elects:
1. To
defer
compensation for services as a director as follows:
a) Amount
of
compensation to be deferred:
All
_____
or the following portion:
b) Commencement
date for deferrals:
2. To
have
sums credited to his Deferred Compensation Account paid as follows: (Refer
to
Paragraph 5 of the Agreement for permissible methods of payment:
3.
In the event of his death, the undersigned designates the following
beneficiary (list name, address. and relationship):
4. This
is a
new ____ amended ____ election.
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Witness
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(L.S.)
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Director
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FIRST
AMENDMENT
TO
AGREEMENT
WHEREAS,
Kaman Corporation, a Connecticut corporation having its principal office
in
Bloomfield, Connecticut (the “Corporation”) and Xxxx X. XxXxxxxxx, a director of
the Corporation (the “Director”), entered into an Agreement dated June 26, 1984
(the “Agreement”); and
WHEREAS,
the Director and the Corporation desire to amend the Agreement in certain
respects:
NOW
THEREFORE, the Corporation and the Director hereby agree as
follows:
1.
Section 5 of the Agreement is deleted in its entirety and is replaced with
the
following:
“5.
By
completing and delivering the Notice, the Director shall irrevocably select
the
method pursuant to which amounts credited to his Deferred Account shall be
distributed to him. Any amended Notice will apply only to amounts credited
to
the Deferred Account for succeeding periods following the election. He may
choose to have such amounts paid in a lump sun or in approximately equal
quarterly installments over a period of not to exceed ten (10)
years.
Any
lump
sun payment hereunder shall be made on the first business day of the month
selected by the Director pursuant to the election, and installment payments
hereunder shall commence on the first business day of the month selected
by the
Director pursuant to the election, provided that, if the Director continues
his
service as a Director subsequent to January 1, 1993, no distribution shall
be
payable to him until he ceases to be a director. Notwithstanding the Director’s
selection of the method of distribution, amounts payable under the plan shall
be
distributed in a lump sum to his beneficiary designated in his Notice, or
in the
event no living beneficiary shall be so designated to his estate, within
thirty
(30) days following his death.”
2.
As
modified herein, the Agreement ruins in full force and effect.
IN
WITNESS WHEREOF, the Corporation has caused this Amendment to be executed
by its
President and the Director has hereunto set his hand and seal this 3rd
day of
July, 1991.
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KAMAN
CORPORATION
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/s/
Xxxxxxx X. Xxxxx
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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Its
Senior Vice President
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Duly
Authorized
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/s/
Xxxxx Xxxxx
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/s/
Xxxx X. XxXxxxxxx (L.S.)
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Xxxx
X. XxXxxxxxx
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Director
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