EXHIBIT 10c(I)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Agreement is made as of November 16, 1999 (the "Effective
Date") by and between Xxxx X. Xxxx ("I" , "me", or "my") and Kaman
Corporation ("Kaman" or "the Company").
WITNESSETH:
WHEREAS, the Company and I have executed an employment agreement
dated August 2, 1999; and
WHEREAS, the parties now desire to amend and restate that agreement
in its entirety;
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;
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(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
(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) I understand that if my employment ends under any
circumstances (other than due to my willful refusal to perform
proper responsibilities of my position or a violation of law on my
part) after my Date of Hire (being August 2, 1999) and the Change
in Control Agreement dated August 2, 1999, as amended, between
Kaman and me is not applicable, that 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);
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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) i. if my employment ends within less than one
(1) year from my Date of Hire, vesting of the stock option award and
stock appreciation rights (payable only in cash) award approved by
the Company's Board of Directors on July 20, 1999, in an amount
equal to twenty percent (20%) of each such award, exercisable in
accordance with the terms of the company's 1993 Stock Incentive
Plan together with a lapsing of the restrictions on the restricted
stock award approved by the Board of Directors on July 20, 1999, in
an amount equal to twenty percent (20%) of such award; and
ii. if my employment ends within two (2) years
from my Date of Hire and subsection IV(a)(3)(i) is not applicable,
vesting of the stock option award and stock appreciation rights
(payable only in cash) award approved by the Company's Board of
Directors on July 20, 1999, in an amount equal to forty percent
(40%) of each such award, exercisable in accordance with the terms
of the company's 1993 Stock Incentive Plan together with a lapsing
of the restrictions on the restricted stock award approved by the
Board of Directors on July 20, 1999, in an amount equal to forty
percent (40%) of such award;
4) if my employment ends within two (2) years from my
Date of Hire, vesting credit under the Supplemental Employees
Retirement Plan (SERP) to achieve a total of eight (8) years of
Continuous and Credited Service (as defined in the Kaman
Corporation Employees' Pension Plan (the "Plan") to which the SERP
is supplemental) at that date which would have been my normal
retirement date (generally, attainment of age 65) had my employment
not ended. I understand that my benefit from the plan will be due
and payable at that normal retirement date;
5) my Company automobile. The book value then
attributed to it by the leasing company will be considered a fringe
benefit income and that amount will be subject to tax during the
calendar year in which the Termination Date occurs;
6) reimbursement for COBRA premium payments for
applicable group medical/dental benefits until I accept employment
elsewhere, but in any event for not more than eighteen (18) months;
and
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7) premium payments for one (1) year with regard to
the Mass Mutual group universal life insurance policy issued in my
name.
(b) 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.
(c) 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 dated August 2, 1999, as
amended, 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.
In Witness Whereof, the parties have executed, or caused this
Agreement to be executed, on his or its behalf.
/s/ Xxxx X. Xxxx
Signature of Employee
Date 1/27/00
Xxxx X. Xxxx
Employee's Typed Name
Acknowledged and Agreed this 27th day of Jan. 2000.
Kaman Corporation
/s/ Xxxxxx X. Xxxxxxx
Its Executive Vice President and CFO
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