EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.1
This
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as
of August 7, 2007 between KAMAN CORPORATION, a Connecticut
corporation (the “Company”), and XXXX X. XXXXXXX (the “Executive”).
W
I T N E
S S E T H:
WHEREAS,
the Company has offered employment to the Executive on the terms set forth
below; and
WHEREAS,
the Executive is prepared to accept such employment, subject to such
terms;
NOW
THEREFORE, in consideration of the foregoing, of the mutual promises contained
herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as
follows:
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1.
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EMPLOYMENT
TERM; NO CONFLICTING CONTRACTUAL
OBLIGATIONS.
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a) The
Executive’s term of employment under this Agreement shall be for an initial term
commencing on September 17, 2007 (the "Effective Date") and shall end on the
third anniversary of the Effective Date. The term of this Agreement
shall be automatically extended thereafter for successive one (1) year periods
unless, at least ninety (90) days prior to the end of the initial term of this
Agreement or the then current succeeding one-year extended term of this
Agreement, the Company or Executive has notified the other that the term
hereunder shall terminate upon its expiration date. The initial term
of this Agreement, as it may be extended from year to year thereafter, is herein
referred to as the "Employment Term." In all events hereunder,
Executive's employment is subject to earlier termination pursuant to Section
7
hereof, and upon such earlier termination the Employment Term shall be deemed
to
have ended.
b) Executive
represents that there are no agreements, understandings or legal requirements
applicable to him that prohibit the execution of this Agreement or prohibit
or
otherwise limit the performance of his obligations hereunder or his duties
as an
employee of the Company nor will the execution of this Agreement and the
performance of such obligations or duties result in a conflict of interest
between him and any other party.
2. POSITION
& DUTIES.
(a) The
Executive shall serve as the Company’s President and Chief Operating Officer
under this Agreement, beginning on the Effective Date. Executive
shall be appointed President and Chief Executive Officer effective no later
than
January 1, 2008 and shall thereafter serve as President and Chief Executive
Officer during the Employment Term. As President and Chief Operating
Officer or President and Chief Executive Officer, as the case may be, the
Executive shall have such duties, authorities and responsibilities commensurate
with the duties, authorities and responsibilities of persons in similar
capacities in similarly sized companies and such other duties and
responsibilities as the Company’s Board of Directors (the “Board”) shall
designate that are consistent with the Executive’s position as President and
Chief Operating Officer or President and Chief Executive Officer, as the case
may be.
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(b) During
the Employment Term, the Executive shall use the Executive’s best reasonable
efforts to perform faithfully and efficiently the duties and responsibilities
assigned to the Executive hereunder (including applicable obligations under
state law) and devote substantially all of the Executive’s business time
(excluding periods of vacation and other approved leaves of absence) to the
performance of the Executive’s duties with the Company, provided the foregoing
shall not prevent the Executive from (i) participating in charitable, civic,
educational, professional, community or industry affairs or, with prior written
approval of the Board, serving on the board of directors or advisory boards
of
other companies; and (ii) managing the Executive’s and the Executive’s family’s
personal investments so long as such activities do not materially interfere
with
the performance of the Executive’s duties hereunder or create a potential
business conflict or the appearance thereof. If at any time service
on any board of directors or advisory board would, in the good faith judgment
of
the Board, conflict with the Executive’s fiduciary duty to the Company or create
any appearance thereof, the Executive shall promptly resign from such other
board of directors or advisory board after written notice of the conflict is
received from the Board.
(c) The
Executive further agrees to serve without additional compensation as an officer
and director of any of the Company’s subsidiaries and agrees that any amounts
received from any such corporation may be offset against the amounts due
hereunder.
3. BASE
SALARY. The Company agrees to pay the Executive a base salary (the
“Base Salary”) during the Employment Term at an annual rate of $640,000 (subject
to an increase to $675,000 effective January 1, 2008 and thereafter, possible
increases if the Board, in its sole discretion, so determines), payable in
accordance with the regular payroll practices of the Company, but not less
frequently than monthly. The Base Salary represents
compensation for both officer roles described in Section 2(a) as well as any
other positions served by Executive.
4. BONUSES. The
Executive shall be eligible to participate in the Company’s bonus and other
short- and long-term incentive compensation plans and programs for the Company’s
senior executives at a level commensurate with the Executive’s position during
the Employment Term. The Executive shall have the opportunity to earn
an annual target bonus measured against performance criteria to be determined
by
the Board (or a committee thereof) of at least 80% of Base Salary as an initial
target bonus opportunity as described in the terms of the Company’s annual bonus
plan as then in effect. Except as provided under Section 8 of the
Agreement, the Executive shall receive payments with respect to the plans and
programs described in this Section 4 in accordance with the terms of such plans
and programs.
5. EQUITY
AWARDS. The Executive shall be eligible to receive grants of stock
options, stock appreciation rights, restricted stock and other equity awards
at
the sole discretion of the Board or the Personnel and Compensation Committee
(the “Compensation Committee”). The Executive shall be subject to,
and shall comply with, the Company’s stock ownership guidelines (unless waived
by the Compensation Committee) and the Company’s reasonable policies regarding
forfeitures of cash and equity incentive awards due to material financial
restatements due to executive misconduct, as may be in effect from time to
time,
it being agreed that any such policies shall only be effective with respect
to
awards made on or after the Effective Date. If there is a Change in
Control (as defined in the Kaman Corporation 2003 Stock Incentive Plan in effect
on the date hereof), all then outstanding unvested equity awards granted to
the
Executive (for example, stock options, stock appreciation rights and restricted
stock), whether under this Agreement or otherwise, will fully vest and become
non-forfeitable and remain exercisable in accordance with the terms of the
applicable Company plans.
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6. EMPLOYEE
BENEFITS.
(a) BENEFIT
PLANS. The Executive shall be entitled to participate in all employee
benefit plans of the Company including, but not limited to, pension, thrift,
profit sharing, medical coverage, education, other retirement or welfare
benefits and perquisites (as approved by the Compensation Committee) that the
Company has adopted or may adopt, maintain or contribute to for the benefit
of
its senior executives at a level commensurate with the Executive’s positions
subject to satisfying the applicable eligibility requirements.
(b) VACATION. The
Executive shall be entitled to at least 4 weeks paid vacation per year. Vacation
may be taken at such times as the Executive elects with due regard to the needs
of the Company. Unused vacation at the end of a calendar year shall
be forfeited according to the Company’s vacation policy.
(c) AUTOMOBILE. The
Company shall provide the Executive with a leased automobile as approved by
the
Compensation Committee as per the Company’s perquisites policy from time to
time.
(d) BUSINESS
AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate
documentation, the Executive shall be reimbursed in accordance with the
Company’s expense reimbursement policy for all reasonable and necessary business
and entertainment expenses incurred in connection with the performance of the
Executive’s duties hereunder.
(e) CERTAIN
AMENDMENTS. Nothing herein shall be construed to prevent the Company
from amending, altering, eliminating or reducing any plans, benefits or programs
so long as the Executive continues to receive compensation and benefits
consistent with Sections 3 through 6.
7. TERMINATION. The
Executive’s employment and the Employment Term shall terminate on the first of
the following to occur:
(a) DISABILITY. Upon
written notice by the Company to the Executive of termination due to Disability,
while the Executive remains Disabled. For purposes of this Agreement,
“Disability” shall be deemed the reason for the termination by the Company of
the Executive’s employment, if, as a result of the Executive incapacity due to
physical or mental illness, the Executive shall have been absent from fully
performing the Executive’s duties with the Company for a period of 6 consecutive
months, the Company shall have provided a notice of termination under this
Section 7(a), and, within thirty days after such notice being given, the
Executive shall not have returned to the fully performing the Executive’s duties
hereunder.
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(b) DEATH. Automatically
on the date of death of the Executive.
(c) CAUSE. Immediately
upon written notice by the Company to the Executive of a termination for
Cause. “Cause” shall mean (i) Executive’s conviction of (or a plea of
guilty or nolo contendere to) a felony or any crime involving moral turpitude,
dishonesty, fraud, theft or financial impropriety; or (ii) a determination
by a
majority of the Board in good faith that Executive has (A) willfully and
continuously failed to perform substantially the Executive’s duties (other than
any such failure resulting from the Executive’s Disability or incapacity due to
bodily injury or physical or mental illness), after a written demand for
substantial performance is delivered to the Executive by the Board that
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive’s duties, (B) engaged in
illegal conduct, an act of dishonesty or gross misconduct, in each case which
is
in the course of the Executive’s employment and materially injurious to the
Company, (C) willfully violated a material requirement of the Company’s code of
conduct or the Executive’s fiduciary duty to the Company, or D) violated section
1 (b) of this Agreement. No act or failure to act on the part of the
Executive shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith and without reasonable belief that the
Executive’s action or omission was in, or not opposed to, the best interests of
the Company. Notwithstanding the foregoing, Cause shall not include
any act or omission of which the Audit Committee of the Board (or the full
Board) has had actual knowledge of all material facts related thereto for at
least 90 days without asserting that the act or omission constitutes
Cause.
(d) WITHOUT
CAUSE. Upon written notice by the Company to the Executive of an
involuntary termination without Cause and other than due to death or
Disability.
(e) GOOD
REASON. Upon written notice by the Executive to the Company of a
termination for Good Reason, unless such events are corrected in all material
respects by the Company within 30 days following written notification by the
Executive to the Company, that the Executive intends to terminate the
Executive’s employment hereunder for one of the reasons set forth
below. “Good Reason” shall mean, without the Executive’s express
written consent, the occurrence of any of the following events:
(1) the
Company removing the Executive from the position of President and Chief
Operating Officer or President and Chief Executive Officer, as the case may
be
(other than for Cause);
(2) a
reduction of the Executive’s Base Salary, annual initial target bonus
opportunity or modified bonus opportunity to the extent the modification to
the
initial target bonus opportunity is adverse to the Executive relative to the
modification made to the initial target bonus opportunity of other senior
officers of the Executive’s business unit;
(3) a
failure to pay the Executive’s compensation or benefits provided or referred to
under this Agreement;
(4) the
Executive being required to relocate to a principal place of employment more
than 50 miles from the Executive’s principal place of employment with the
Company as of the Effective Date; or
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(5) the
assignment of duties to the Executive that are materially inconsistent with
the
Executive’s positions as President and Chief Operating Officer or President and
Chief Executive Officer, as the case may be.
Notwithstanding
the foregoing, (i) a suspension of the Executive’s title and authority while on
administrative leave due to a reasonable belief that the Executive has engaged
in misconduct, whether or not the suspected misconduct constitutes Cause for
employment termination, shall not be considered “Good Reason”; provided that if
such leave is unpaid and either the Executive returns to full-time employment
under this Agreement or it is subsequently determined the Executive’s employment
is to be terminated without Cause, then the compensation and benefits that
would
have been payable during such leave will be paid as soon as reasonably
practicable with interest at the prime rate beginning as of the date such leave
commenced plus 100 basis points; (ii) an event shall not be considered Good
Reason if the Executive fails to deliver notice of termination for Good Reason
within 90 days of the Executive’s actual knowledge of the event, and (iii)
prospective changes to employee benefits (as defined in Section 6) for future
employment made on an across-the-board basis to all similarly situated
executives of the Company and its subsidiaries shall not be considered Good
Reason.
(f) WITHOUT
GOOD REASON. Upon 60 days’ prior written notice by the Executive to
the Company of the Executive’s termination of employment without Good Reason
(which the Company may, in its sole discretion, make effective earlier than
any
notice date).
(g) RETIREMENT. Upon
remaining employed with the Company until at least the attainment of age 65
(the
“Retirement Eligibility Date”). Nothing herein shall be construed as
limiting the Executive’s right, if any, to terminate employment prior to the
Retirement Eligibility Date and receive compensation and benefits, as
applicable, provided under the respective terms of the Company’s benefit
plans.
8. CONSEQUENCES
OF TERMINATION. Any termination payments made and benefits provided
under this Agreement to the Executive shall be in lieu of any termination or
severance payments or benefits for which the Executive may be eligible under
any
of the plans, policies or programs of the Company or its affiliates as may
be in
effect from time to time including but not limited to the Change in Control
Agreement. Except to the extent otherwise provided in this Agreement,
all benefits, including, without limitation, stock options, stock appreciation
rights, restricted stock units and other awards under the Company’s long-term
incentive programs, shall be subject to the terms and conditions of the plan
or
arrangement under which such benefits accrue, are granted or are
awarded. Subject to Section 9, the following amounts and benefits
shall be due to the Executive.
(a) DISABILITY. 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 as described in Section
4
above 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”). Executive will also be paid a pro-rata portion of
the Executive’s annual bonus for the performance year in which the Executive’s
termination occurs, payable at the time that annual bonuses are paid to other
senior executives (determined by multiplying the amount the Executive would
have
received had employment continued through the end of the performance year by
a
fraction, the numerator of which is the number of days during the performance
year of termination that the Executive is employed by the Company and the
denominator of which is 365).
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(b) DEATH. In
the event the Employment Term ends on account of the Executive’s death, the
Executive’s estate (or to the extent a beneficiary has been designated in
accordance with a program, the beneficiary under such program) shall be entitled
to any Accrued Amounts, including but not limited to proceeds from any Company
sponsored life insurance programs. Executive’s estate (or
beneficiary) will also be paid a pro-rata portion of the Executive’s annual
bonus for the performance year in which the Executive’s death occurs, payable at
the time that annual bonuses are paid to other senior executives (determined
by
multiplying the amount the Executive would have received based upon target
performance had employment continued through the end of the performance year
by
a fraction, the numerator of which is the number of days during the performance
year of termination that the Executive is employed by the Company and the
denominator of which is 365).
(c) TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON. If the Executive’s employment
should be terminated (i) by the Company for Cause, or (ii) by the Executive
without Good Reason, the Company shall pay to the Executive any Accrued
Amounts.
(d) TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by
the Company is terminated by the Company other than for Cause (other than a
termination due to Disability or death) or by the Executive for Good Reason,
then the Company shall pay or provide the Executive with:
(1) Accrued
Amounts;
(2) a
pro-rata portion of the Executive’s annual bonus for the performance year in
which the Executive’s termination occurs, payable at the time that annual
bonuses are paid to other senior executives (determined by multiplying the
amount the Executive would have received based upon actual financial performance
had employment continued through the end of the performance year by a fraction,
the numerator of which is the number of days during the performance year of
termination that the Executive is employed by the Company and the denominator
of
which is 365);
(3) 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 Compensation 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 Eligibility
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
Eligibility Date, and the denominator of which is 730;
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(4) 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;
(5) title
to the Company automobile to the Executive on an “as is” basis, with the
automobile’s fair market value being taxable to the Executive;
(6) subject
to the Executive’s continued co-payment of premiums, if required under Company
policy, continued participation for 24 months but in no event later than the
Retirement Eligibility Date in all medical, dental and vision plans which cover
the Executive (and eligible dependents) upon the same terms and conditions
(except for the requirements of the Executive’s continued employment) in effect
for active employees of the Company. In the event the Executive
obtains other employment that offers substantially similar or improved benefits,
as to any particular medical, dental or vision plan, such continuation of
coverage by the Company for such similar or improved benefit under such plan
under this subsection shall immediately cease. The continuation of
health benefits under this subsection shall reduce and count against the
Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”); and
(7) the
Company shall continue to pay all premiums on the life insurance coverage issued
to the Executive for 24 months but in no event later than the Retirement
Eligibility Date.
(e) RETIREMENT. If
the Executive terminates employment on or following the Executive’s Retirement
Eligibility Date, the Company shall pay to the Executive:
(1) any
Accrued Amounts;
(2) a
pro-rata portion of the Executive’s annual bonus for the performance year in
which the Executive’s retirement occurs, payable at the time that annual bonuses
are paid to other senior executives (determined by multiplying the amount the
Executive would have received based upon actual financial performance had
employment continued through the end of the performance year by a fraction,
the
numerator of which is the number of days during the performance year of
termination that the Executive is employed by the Company and the denominator
of
which is 365);
(3) 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;
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(4) title
to the Company automobile to the Executive on an “as is” basis, with the
automobile’s fair market value being taxable to the Executive; and
(5) the
Executive shall be considered to have “retired” on the Executive’s date of
termination of employment with the Company on or following the Executive’s
Retirement Eligibility Date for purposes of any plans, programs, agreements
or
arrangements with the Company or its affiliates.
(f) ACCELERATION
OF EQUITY AWARDS
If
the
Executive’s employment by the Company is terminated by the Company for
Disability (as defined in Section 7(a)) or without Cause (as defined in Section
7(c)), or by the Executive for Good Reason (as defined in Section 7(e)),
Retirement (as defined in Section 7(g)) or due to death, all then outstanding
unvested equity awards granted to the Executive (for example, stock options,
stock appreciation rights and restricted stock), whether under this Agreement
or
otherwise, will fully vest and become non-forfeitable and remain exercisable
in
accordance with the terms of the applicable Company plans.
(g) COORDINATION
WITH CHANGE IN CONTROL AGREEMENT.
9. CONDITIONS. Any
payments or benefits made or provided pursuant to Section 8 (other than Accrued
Amounts) are subject to the Executive’s:
(a) compliance
with the provisions of Section 11 hereof;
(b) delivery
to the Company of an executed Agreement and General Release (the “General
Release”), which shall be substantially in the form attached hereto as Appendix
A (with such changes therein or additions thereto as needed under then
applicable law to give effect to its intent and purpose) within 21 days of
presentation thereof by the Company to the Executive; and
(c) delivery
to the Company of a resignation from all offices, directorships and fiduciary
positions with the Company, its affiliates and employee benefit
plans.
For
purposes of any payments or benefits provided under Section 8 (other than
Accrued Amounts) to an Executive’s beneficiary or estate, the beneficiary or
estate shall comply with the provisions of Section 9(b) and Section
11(e).
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Notwithstanding
the due date of any post-employment payments, any amounts due following a
termination under this Agreement (other than Accrued Amounts) shall not be
due
until after the expiration of any revocation period applicable to the General
Release without the Executive having revoked such General Release, and any
such
amounts shall be paid to the Executive within ten (10) days of the expiration
of
such revocation period without the occurrence of a revocation by the Executive
(or such later date as may be required under Section 409A of the Code in
accordance with Section 20 hereof). Nevertheless (and regardless of
whether the General Release has been executed by the Executive), upon any
termination of Executive’s employment, Executive shall be entitled to receive
any Accrued Amounts, payable within thirty (30) days after the date of
termination of employment or in accordance with the applicable plan, program
or
policy. In the event that the Executive dies before all payments
pursuant to this Section 9 have been paid, all remaining payments shall be
made
to the beneficiary specifically designated by the Executive in writing prior
to
the Executive’s death, or, if no such beneficiary was designated (or the Company
is unable in good faith to determine the beneficiary designated), to the
Executive’s personal representative or estate.
10. SECTION
4999 EXCISE TAX. The Company shall provide the Executive with a
“Gross-Up Payment”, as defined in the Change in Control Agreement between the
Company and the Executive effective as of August 7, 2007 in the event that
any
payment made under this Agreement is subject to excise tax under Section 4999
of
the Code and the Change in Control Agreement does not apply to such
payment.
11. POST-EMPLOYMENT
OBLIGATIONS
(a) CONFIDENTIALITY. The
Executive agrees that the Executive shall not, directly or indirectly, use,
make
available, sell, disclose or otherwise communicate to any person, other than
in
the course of the Executive’s employment and for the benefit of the Company,
either during the period of the Executive’s employment or at any time
thereafter, any nonpublic, proprietary or confidential information, knowledge
or
data relating to the Company, any of its subsidiaries, affiliated companies
or
businesses, which shall have been obtained by the Executive during the
Executive’s employment by the Company. The foregoing shall not apply
to information that (i) was known to the public prior to its disclosure to
the
Executive; (ii) becomes known to the public subsequent to disclosure to the
Executive through no wrongful act of the Executive or any representative of
the
Executive; or (iii) the Executive is required to disclose by applicable law,
regulation or legal process (provided that the Executive provides the Company
with prior notice of the contemplated disclosure and reasonably cooperates
with
the Company at its expense in seeking a protective order or other appropriate
protection of such information). Notwithstanding clauses (i) and (ii)
of the preceding sentence, the Executive’s obligation to maintain such disclosed
information in confidence shall not terminate where only portions of the
information are in the public domain.
(b) NON-SOLICITATION. In
the event that the Executive receives severance benefits under Section 8(d)
of
this Agreement, the Executive agrees that for the two (2) year period following
the date of termination the Executive will not, directly or indirectly,
individually or on behalf of any other person, firm, corporation or other
entity, knowingly solicit, aid or induce any managerial level employee of the
Company or any of its subsidiaries or affiliates to leave such employment in
order to accept employment with or render services to or with any other person,
firm, corporation or other entity unaffiliated with the Company or knowingly
take any action to materially assist or aid any other person, firm, corporation
or other entity in identifying or hiring any such employee (provided, that
the
foregoing shall not be violated by general advertising not targeted at Company
employees nor by serving as a reference for an employee with regard to an entity
with which the Executive is not affiliated). For the avoidance of
doubt, if a managerial level employee on his or her own initiative contacts
the
Executive for the primary purpose of securing alternative employment, any action
taken by the Executive thereafter shall not be deemed a breach of this Section
11(b).
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(c) NON-COMPETITION. The
Executive acknowledges that the Executive performs services of a unique nature
for the Company that are irreplaceable, and that the Executive’s performance of
such services to a competing business will result in irreparable harm to the
Company. Accordingly, in the event that the Executive receives
severance benefits under Section 8(d) of this Agreement, the Executive agrees
that for a period of two (2) years following the date of termination, but not
later than the Executive’s Retirement Eligibility Date, the Executive 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.
(d) NON-DISPARAGEMENT. Each
of the Executive and the Company (for purposes hereof, “the Company” shall mean
only (i) the Company by press release or otherwise and (ii) the executive
officers and directors thereof and not any other employees) agrees not to make
any public statements that disparage the other party, or in the case of the
Company, its respective affiliates, officers, directors, products or
services. Notwithstanding the foregoing, statements made in the
course of sworn testimony in administrative, judicial or arbitral proceedings
(including, without limitation, depositions in connection with such proceedings)
or otherwise as required by law shall not be subject to this Section
11(d).
(e) RETURN
OF COMPANY PROPERTY AND RECORDS. The Executive agrees that upon
termination of the Executive’s employment, for any cause whatsoever, the
Executive will surrender to the Company in good condition (reasonable wear
and
tear excepted) all property and equipment belonging to the Company and all
records kept by the Executive containing the names, addresses or any other
information with regard to customers or customer contacts of the Company, or
concerning any proprietary or confidential information of the Company or any
operational, financial or other documents given to the Executive during the
Executive’s employment with the Company.
(f) COOPERATION. The
Executive agrees that, following termination of the Executive’s employment for
any reason, the Executive shall upon reasonable advance notice, and to the
extent it does not interfere with previously scheduled travel plans and does
not
unreasonably interfere with other business activities or employment obligations,
assist and cooperate with the Company with regard to any matter or project
in
which the Executive was involved during the Executive’s employment, including
any litigation. The Company shall compensate the Executive for any
lost wages (or, if the Executive is not then employed, provide reasonable
compensation as determined by the Compensation Committee) and expenses
associated with such cooperation and assistance.
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(g) ASSIGNMENT
OF INVENTIONS. The Executive will promptly communicate and disclose
in writing to the Company all inventions and developments including software,
whether patentable or not, as well as patents and patent applications
(hereinafter collectively called “Inventions”), made, conceived, developed, or
purchased by the Executive, or under which the Executive acquires the right
to
grant licenses or to become licensed, alone or jointly with others, which have
arisen or jointly with others, which have arisen or which arise out of the
Executive’s employment with the Company, or relate to any matters directly
pertaining to, the business of the Company or any of its
subsidiaries. Included herein as if developed during the employment
period is any specialized equipment and software developed for use in the
business of the Company. All of the Executive’s right, title and
interest in, to, and under all such Inventions, licenses, and right to grant
licenses shall be the sole property of the Company. As to all such
Inventions, the Executive will, upon request of the Company execute all
documents which the Company deems necessary or proper to enable it to establish
title to such Inventions or other rights, and to enable it to file and prosecute
applications for letters patent of the United States and any foreign country;
and do all things (including the giving of evidence in suits and other
proceedings) which the Company deems necessary or proper to obtain, maintain,
or
assert patents for any and all such Inventions or to assert its rights in any
Inventions not patented.
(h) EQUITABLE
RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the
other party’s remedies at law for a breach or threatened breach of any of the
provisions of this Section would be inadequate and, in recognition of this
fact,
the parties agree that, in the event of such a breach or threatened breach,
in
addition to any remedies at law, the other party, without posting any bond,
shall be entitled to obtain equitable relief in the form of specific
performance, temporary restraining order, a temporary or permanent injunction
or
any other equitable remedy which may then be available.
(i) REFORMATION. If
it is determined by a court of competent jurisdiction in any state that any
restriction in this Section 11 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state, it is the intention
of the parties that such restriction may be modified or amended by the court
to
render it enforceable to the maximum extent permitted by the law of that
state.
(j) SURVIVAL
OF PROVISIONS. The obligations contained in this Section 11 shall
survive the termination or expiration of the Executive’s employment with the
Company and shall be fully enforceable thereafter.
12. NO
ASSIGNMENT.
(a) This
Agreement is personal to each of the parties hereto. Except as
provided in Section 12(b) below, no party may assign or delegate any rights
or
obligations hereunder without first obtaining the written consent of the other
party hereto.
(b) The
Company may assign this Agreement to any successor to all or substantially
all
of the business and/or assets of the Company provided the Company shall require
such successor to expressly assume and agree in writing to perform this
Agreement in the same manner and to the same extent that the Company would
be
required to perform it if no such succession had taken place and shall deliver
a
copy of such assignment to the Executive.
13. NOTICE. For
the purpose of this Agreement, notices and all other communications provided
for
in this Agreement shall be in writing and shall be deemed to have been duly
given (a) on the date of delivery if delivered by hand, (b) on the date of
transmission, if delivered by confirmed facsimile, (c) on the first business
day
following the date of deposit if delivered by guaranteed overnight delivery
service, or (d) on the fourth business day following the date delivered or
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
11
If
to the
Executive: at the address (or to the facsimile number) shown on the records
of
the Company
If
to the
Company:
Kaman
Corporation
0000
Xxxx
Xxxxx Xxxxxx, X.X. Xxx 0
Xxxxxxxxxx,
XX 00000
Attention:
Chief Financial Officer
Facsimile
No.: 000 000-0000
or
to
such other address as either party may have furnished to the other in writing
in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
14. SECTION
HEADINGS; INCONSISTENCY. The section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement. Except as
provided in the last sentence of Section 15 hereof, if there is any
inconsistency between this Agreement and any other agreement (including but
not
limited to any option, stock, long-term incentive or other equity award
agreement), plan, program, policy or practice (collectively, “Other Provision”)
of the Company the terms of this Agreement shall control over such Other
Provision.
15. PRIOR
AGREEMENTS. 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 it is
specifically acknowledged by the Company that this Agreement does not supersede
the Employment Offer Letter dated August 7, 2007 between the parties and which
is incorporated by reference in this Agreement, nor does it supersede the Change
in Control Agreement, or any existing employee benefits as described in Section
6 above or otherwise provided by the Company or its affiliates.
16. SEVERABILITY. The
provisions of this Agreement shall be deemed severable and the invalidity of
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
17. COUNTERPARTS. This
Agreement may be executed in counterparts, each of which shall be deemed to
be
an original but all of which together will constitute one and the same
instruments. One or more counterparts of this Agreement may be
delivered by facsimile, with the intention that delivery by such means shall
have the same effect as delivery of an original counterpart
thereof.
18. ARBITRATION. Any
dispute or controversy arising under or in connection with this Agreement,
other
than injunctive relief under Section 11(h) hereof or damages for breach of
Section 11, shall be settled exclusively by arbitration, conducted before a
single arbitrator in Hartford, Connecticut administered by the American
Arbitration Association (“AAA”) in accordance with its Commercial Arbitration
Rules then in effect. The single arbitrator shall be selected by the
mutual agreement of the Company and the Executive, unless the parties are unable
to agree to an arbitrator, in which case, the arbitrator will be selected under
the procedures of the AAA. The arbitrator will have the authority to
permit discovery and to follow the procedures that he/she determines to be
appropriate. The arbitrator will have no power to award consequential
(including lost profits), punitive or exemplary damages. The decision
of the arbitrator will be final and binding upon the parties
hereto. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction.
12
19. MISCELLANEOUS. No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Executive and such officer or director as may be designated by the
Board. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver
of
similar or dissimilar provisions or conditions at the same or at any prior
or
subsequent time. This Agreement together with all exhibits hereto
sets forth the entire agreement of the parties hereto in respect of the subject
matter contained herein. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State of Connecticut
without regard to its conflicts of law principles.
20. PAYMENT
OF COMPENSATION. The parties shall revisit this Agreement when the
IRS issues final regulations under Section 409A of the Code for the sole purpose
of determining whether any amendments are required in order to comply with
such
regulations. The parties shall promptly agree in good faith on
appropriate provisions to avoid any material risk of noncompliance without
materially changing the economic value (to the Executive) or the cost (to the
Company) of this Agreement including, if necessary, the deferral of any amount
payable hereunder upon separation from service to the first date such amount
may
be paid without incurring tax under Section 409A of the Code, in which case
such
payment shall bear interest at the applicable federal rate under Section 1274
of
the Code. Notwithstanding the foregoing, the Company shall in no
event be obligated to indemnify the Executive for any taxes or interest that
may
be assessed by the IRS pursuant to Section 409A of the Code.
21. MITIGATION
OF DAMAGES. In no event shall the Executive be obliged to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement, nor shall the
amount of any payment hereunder be reduced by any compensation earned by the
Executive as a result of employment by another employer, except as set forth
in
this Agreement.
22. WITHHOLDING. The
Company may withhold from any and all amounts payable under this Agreement
such
federal, state and local taxes as may be required to be withheld pursuant to
any
applicable law or regulation.
23. SURVIVAL. The
respective obligations of, and benefits afforded to, the Company and Executive
which by their express terms or clear intent survive termination of Executive’s
employment with the Company, including, without limitation, the provisions
of
Sections 5 and 8 through 25, inclusive of this Agreement, will survive
termination of Executive’s employment with the Company, and will remain in full
force and effect according to their terms.
13
24. AGREEMENT
OF THE PARTIES. The language used in this Agreement will be deemed to
be the language chosen by the parties hereto to express their mutual intent,
and
no rule of strict construction will be applied against any party
hereto. Neither Executive nor the Company shall be entitled to any
presumption in connection with any determination made hereunder in connection
with any arbitration, judicial or administrative proceeding relating to or
arising under this Agreement.
14
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.
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KAMAN
CORPORATION
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By:
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/s/ Xxxx
X.
Xxxx
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XXXX
X. XXXX
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Its:
CHAIRMAN
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| Date: 8/7/07 | ||
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By:
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/s/ Xxxx
X.
Xxxxxxx
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XXXX
X. XXXXXXX
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Date: 08/07/07
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15
APPENDIX
A
FORM
OF RELEASE
AGREEMENT
AND GENERAL RELEASE
Kaman
Corporation, its affiliates, subsidiaries, divisions, successors and assigns
in
such capacity, and the current, future and former employees, officers,
directors, trustees and agents thereof (collectively referred to throughout
this
Agreement as “Employer”), and Xxxx X. Xxxxxxx ("Executive”), the Executive’s
heirs, executors, administrators, successors and assigns (collectively referred
to throughout this Agreement as “Employee”) agree:
1. Last
Day of Employment. Executive’s last day of employment with
Employer is ______________. In addition, effective as of DATE,
Executive resigns from the Executive’s positions as ________________ of Employer
and will not be eligible for any benefits or compensation after ________,
including payments under the Executive’s Change in Control Agreement, other than
as specifically provided in Sections 6 and 8 of the Executive Employment
Agreement between Employer and Executive effective as of January 1, 2007 (the
“Employment Agreement”). Executive further
acknowledges and agrees that, after DATE, the Executive will not represent
the
Executive as being a director, employee, officer, trustee, agent or
representative of Employer for any purpose. In addition, effective as
of DATE, Executive resigns from all offices, directorships, trusteeships,
committee memberships and fiduciary capacities held with, or on behalf of,
Employer or any benefit plans of Employer. These resignations will
become irrevocable as set forth in Section 3 below.
2. Consideration. The
parties acknowledge that this Agreement and General Release is being executed
in
accordance with Section 9 of the Employment Agreement.
3. Revocation. Executive
may revoke this Agreement and General Release for a period of seven (7) calendar
days following the day Executive executes this Agreement and General
Release. Any revocation within this period must be submitted, in
writing, to Employer and state, “I hereby revoke my acceptance of our Agreement
and General Release.” The revocation must be personally delivered to
Employer’s Chief Financial Officer, or his/her designee, or mailed to Kaman
Corporation, 0000 Xxxx Xxxxx Xxxxxx, X.X. Xxx 0, Xxxxxxxxxx, XX 00000, Attention
Chief Financial Officer, and postmarked within seven (7) calendar days of
execution of this Agreement and General Release. This Agreement and
General Release shall not become effective or enforceable until the revocation
period has expired. If the last day of the revocation period is a
Saturday, Sunday, or legal holiday in Hartford, Connecticut, then the revocation
period shall not expire until the next following day which is not a Saturday,
Sunday, or legal holiday.
4. General
Release of Claim. Subject to the full satisfaction by the Employer of
its obligations under the Employment Agreement, Employee knowingly and
voluntarily releases and forever discharges Employer from any and all claims,
causes of action, demands, fees and liabilities of any kind whatsoever, whether
known and unknown, against Employer, Employee has, has ever had or may have
as
of the date of execution of this Agreement and General Release, including,
but
not limited to, any alleged violation of:
16
- Title
VII of the Civil Rights Act of 1964, as amended;
- The
Civil Rights Act of 1991;
- Sections
1981 through 1988 of Title 42 of the United States Code, as
amended;
- The
Employee Retirement Income Security Act of 1974, as amended;
- The
Immigration Reform and Control Act, as amended;
- The
Americans with Disabilities Act of 1990, as amended;
- The
Age Discrimination in Employment Act of 1967, as amended;
- The
Older Workers Benefit Protection Act of 1990;
- The
Worker Adjustment and Retraining Notification Act, as amended;
- The
Occupational Safety and Health Act, as amended;
- The
Family and Medical Leave Act of 1993;
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Any
wage payment and collection, equal pay and other similar laws, acts
and
statutes of the State of
Connecticut;
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Any
other federal, state or local civil or human rights law or any other
local, state or federal law, regulation or
ordinance;
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Any
public policy, contract, tort, or common law;
or
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Any
allegation for costs, fees, or other expenses including attorneys
fees
incurred in these matters.
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Notwithstanding
anything herein to the contrary, the sole matters to which the Agreement and
General Release do not apply are: (i) Employee’s express rights under any
pension (including but not limited to any rights under the Kaman Corporation
Supplemental Retirement Plan) or claims for accrued vested benefits under any
other employee benefit plan, policy or arrangement maintained by Employer or
under COBRA and other Accrued Amounts (as such term is defined in the Employment
Agreement); (ii) Employee’s rights under the provisions of the Employment
Agreement which are intended to survive termination of employment; or (iii)
Employee’s rights as a stockholder.
5. No
Claims Permitted. Employee waives Executive’s right to file any
charge or complaint against Employer arising out of Executive’s employment with
or separation from Employer before any federal, state or local court or any
state or local administrative agency, except where such waivers are prohibited
by law.
17
6. Affirmations. Employee
affirms Executive has not filed, has not caused to be filed, and is not
presently a party to, any claim, complaint, or action against Employer in any
forum. Employee further affirms that the Executive has been paid
and/or has received all compensation, wages, bonuses, commissions, and/or
benefits to which Executive may be entitled and no other compensation, wages,
bonuses, commissions and/or benefits are due to Executive, except as provided
in
Sections 6 and 8 of the Employment Agreement. Employee also affirms
Executive has no known workplace injuries.
7. Cooperation;
Return of Property. In accordance with Section 11(f) of the
Employment Agreement, Employee agrees to reasonably cooperate with Employer
and
its counsel in connection with any investigation, administrative proceeding
or
litigation relating to any matter that occurred during Executive’s employment in
which Executive was involved or of which Executive has knowledge and Employer
will reimburse the Employee for any reasonable out-of-pocket travel, delivery
or
similar expenses incurred and lost wages (or will provide reasonable
compensation if Executive is not then employed) in providing such service to
Employer. Employee represents that Executive has complied with
Section 11(e) of the Employee Agreement regarding the return of
property.
8. Governing
Law and Interpretation. This Agreement and General Release shall be
governed and conformed in accordance with the laws of the State of Connecticut
without regard to its conflict of laws provisions. In the event
Employee or Employer breaches any provision of this Agreement and General
Release, Employee and Employer affirm either may institute an action to
specifically enforce any term or terms of this Agreement and General
Release. Should any provision of this Agreement and General Release
be declared illegal or unenforceable by any court of competent jurisdiction
and
should the provision be incapable of being modified to be enforceable, such
provision shall immediately become null and void, leaving the remainder of
this
Agreement and General Release in full force and effect. Nothing
herein, however, shall operate to void or nullify any general release language
contained in the Agreement and General Release.
9. No
Admission of Wrongdoing. Employee agrees neither this Agreement and
General Release nor the furnishing of the consideration for this Release shall
be deemed or construed at any time for any purpose as an admission by Employer
of any liability or unlawful conduct of any kind.
10. Amendment. This
Agreement and General Release may not be modified, altered or changed except
upon express written consent of both parties wherein specific reference is
made
to this Agreement and General Release.
11. Entire
Agreement. This Agreement and General Release sets forth the entire
agreement between the parties hereto and fully supersedes any prior agreements
or understandings between the parties; provided, however, that notwithstanding
anything in this Agreement and General Release, the provisions in the Employment
Agreement which are intended to survive termination of the Employment Agreement,
including but not limited to those contained in Section 11 thereof, shall
survive and continue in full force and effect. Employee acknowledges
Executive has not relied on any representations, promises, or agreements of
any
kind made to Executive in connection with Executive’s decision to accept this
Agreement and General Release.
18
EMPLOYEE
HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
RELEASE.
EMPLOYEE
AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
(21) CALENDAR DAY CONSIDERATION PERIOD.
HAVING
ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE
EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE
CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO
WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST
EMPLOYER.
IN
WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Agreement and General Release as of the date set forth below:
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KAMAN
CORPORATION
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By:
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| Name: | [NAME] | |
| Title: | ||
| Date: |
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| Xxxx X. Xxxxxxx | ||
| Date: |
19
August
7,
2007
Xx.
Xxxx
X. Xxxxxxx
0000
Xxxxxxxxx Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Dear
Xxxx:
I
am
looking forward to you joining Kaman Corporation. I am confident you will
be
successful and that the company will prosper under your leadership. This
letter
confirms our offer of employment, as well as your acceptance of that offer.
The
following are the key elements of the Company’s employment offer to
you:
Title–Your
initial title will be President and Chief Operating Officer. Following a
brief
transition period, you will be named President and Chief Executive Officer
no
later than January 1, 2008.
Commencement
Date– Your hire date for all purposes will be September 17,
2007.
Board
of Directors– The Corporate Governance Committee will recommend to the
Board at its August 7 meeting that you be appointed to the Board of Directors
as
of your hire date and we expect this recommendation to be approved.
Salary–
Your starting base salary will be $640,000 per year. On January 1, 2008,
your
base salary will increase to $675,000. This base salary reflects your
compensation in both officer roles described above as well as any other
positions that you serve for the Company.
Annual
Bonus– You will be eligible for annual cash bonuses in accordance with
the Kaman Cash Bonus Plan. Your Target bonus will be at 80% of your base
salary,
with a maximum bonus of 200% of Target. You must be an active employee at
the
end of each fiscal year to be eligible for the bonus. Company and individual
performance will determine the actual amount of your bonus. Your bonus for
2007
will be prorated to reflect the number of days from your hire date until
December 31, 2007, divided by 365.
Stock
Incentive Award– You will be provided with a Restricted Stock grant of
20,000 shares, effective upon your hire date. We will obtain the necessary
approval from the Personnel & Compensation Committee of the Board for this
award. The restrictions on these shares will lapse at the rate of 20% each
year,
beginning one year from your date of hire. Any additional equity-based
compensation awards would be made at the Personnel & Compensation
Committee's discretion from time to time.
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Xx.
Xxxx X. Xxxxxxx
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August
7, 2007
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Page
2
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Long-Term
Incentive Program– You will be eligible to participate in the Long-Term
Incentive Program feature of our Stock Incentive Plan, beginning with the
performance period that will start on January 1, 2008. The details of this
program are included in the plan document we have attached.
Deferred
Compensation– You will be eligible to participate in the Kaman
Corporation Deferred Compensation Plan.
Automobile–
We will provide you with an automobile in accordance with the Kaman Corporation
Perquisites Policy, a copy of which is attached. We will arrange to lease
a
four-door sedan of your choice, with a stipulated cost of up to
$80,000.
Vacation–
You will be eligible for four (4) weeks vacation per year, and otherwise
in
accordance with the Company’s vacation policy.
Country
Club Initiation Fee– We will reimburse the cost of the initiation fee
for a country club of your choice, up to a maximum of $20,000.
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Moving
Expenses - We will cover your reasonable moving expenses to
relocate your family to the Bloomfield area. The costs covered
for your
relocation will include:
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The
cost of packing, insuring, moving, and unpacking your household
belongings
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Temporary
storage, if needed
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Meals
and incidental expenses incurred by you and your family during
the
move
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Expenses
for the transport of two
automobiles
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Reasonable
costs related to the sale of your current home, including real
estate
commission up to 6%
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Reasonable
closing costs associated with the purchase of a home in the Bloomfield
area, including points and origination fees of up to a maximum
of two (2)
points
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We
will provide a tax gross-up for those reasonable expenses that
are not
tax-deductible
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Financial
Planning– You will be eligible for reimbursement of financial and tax
advice, in accordance with the Kaman Corporation Perquisites
Policy.
Pension/SERP
- You will be eligible to participate in the Kaman Corporation Employees'
Pension Plan (a tax-qualified defined benefit plan) as well as the Supplemental
Employees Retirement Plan (SERP), the Company's excess benefits retirement
plan. We will obtain the necessary approval from the Personnel &
Compensation Committee for your SERP participation, effective upon your hire
date. The Company’s SERP provides additional pension benefits that are not
limited by federal regulations, as are those in the tax-qualified pension
plan.
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Xx.
Xxxx X. Xxxxxxx
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August
7, 2007
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Page
3
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Life
Insurance– You will be eligible for our Senior Executive Life Insurance
coverage that will provide you with $1.2 million in protection. We
will also recommend to the Board that you be approved for the lifetime
continuation of Company payment of premiums for your then existing Senior
Executive Life coverage should you retire from active service at or after
age 62
under the Kaman Corporation Employees' Pension Plan, per Company policy.
We
expect that this recommendation will be approved.
Employment
Agreements– an Employment Agreement and a Change-in-Control Agreement,
drafts of which are attached, will accompany your employment. As I
mentioned to you, these agreement forms were extensively negotiated for senior
management within the past year and your agreements have been modified only
slightly to reflect the specific circumstances of your employment. We anticipate
that additional revisions will be made to the Employment Agreement, SERP,
and
Deferred Compensation Plan before year-end 2007 in order to comply with IRC
Section 409A final regulations.
Contingencies
– This offer is subject to approval by the Board of Directors of Kaman
Corporation and we expect the matter to be considered and acted upon at the
August 7, 2007 meeting. All compensation and benefits associated with this
offer
of employment are subject to the terms of the plans and the policies maintained
by the Company. The Kaman Benefits for which you become eligible are
not intended to create additional employment agreement conditions other than
those explained in the attached Employment Agreement draft. As with all new
employees, this offer is further contingent on your satisfactory completion
of a
physical by a Kaman appointed physician or medical provider, including your
satisfactory completion of a pre-employment NIDA-5 drug test.
I
have
arranged for you to meet Xxxxxxx Xxxxx, our Senior Vice President and Secretary
on August 7 so that we can execute the documents relating to your
acceptance.
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Sincerely,
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/s/ Xxxx
X. Xxxx
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Xxxx
X. Xxxx
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| Chairman, CEO and President | ||
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Accepted
and Agreed to this 7th
day of
August, 2007
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/s/
Xxxx X. Xxxxxxx
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Xxxx
X. Xxxxxxx
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