LONG-TERM PERFORMANCE AWARD AGREEMENT (Under the Kaman Corporation
Exhibit 10.1
(Under
the Kaman Corporation
2003
Stock Incentive Plan)
THIS
AGREEMENT, made and entered into as of the ________ day of_____________, 20___,
by and between KAMAN CORPORATION, a Connecticut corporation, with its principal
office in Bloomfield, Connecticut (the "Corporation"), and
________________________ ("Participant");
W
I T N E
S S E T H :
WHEREAS,
it has been determined that the Participant is an Eligible Person under the
Corporation’s 2003 Stock Incentive Plan (the “Plan”) and
[WHEREAS,
the Participant has been designated as a Covered Employee under the Plan;
and]
WHEREAS,
the Committee wishes to grant to the Participant a Long-Term Performance Award,
as hereinafter described (the “Long-Term Performance Award”); [and]
[WHEREAS,
the Committee intends the Long-Term Performance Award to be a Qualified
Performance-Based Award meeting the criteria of the Section 162(m) Exemption
including Qualified Performance Criteria, as those terms are defined in the
Plan;]
NOW,
THEREFORE, in consideration of the premises, and of the mutual covenants and
agreements contained in this Agreement, the parties confirm and agree as
follows:
1. Long-Term
Incentive Award.
(a) Subject
to the terms and conditions of this Agreement, the Participant is awarded a
Long-Term Performance Award which shall entitle the Participant to a payment
based upon the performance criteria, Performance Period, payment computation
formula and other factors set forth in Exhibit
A
to this
Agreement which is incorporated by reference. The Long-Term Performance Award
is
subject to forfeiture as more particularly described in Section 2 of this
Agreement.
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(b) In
order
for the Participant to be eligible to receive the payment which the Participant
may otherwise earn pursuant to the Long-Term Performance Award, the Participant
must execute and deliver a copy of this Agreement to the President of the
Corporation at its offices in Bloomfield, Connecticut within sixty (60) days
of
the date on which the Participant has received this Agreement. The Participant
must execute both the signature page of this Agreement and a copy of Exhibit
A
to this Agreement. In the event that this Agreement is executed by the
Corporation and the Participant prior to the completion of Exhibit
A,
the
Corporation shall complete Exhibit A within a reasonable time. The Participant
shall not be entitled to any payment under this Agreement except in accordance
with the performance criteria and other factors with respect to such payment
as
shall have been set forth on a copy of Exhibit
A
that
shall have been executed by both the Corporation and the Participant and
attached to this Agreement.
(c) Notwithstanding
the acceptance of Exhibit A by the Corporation and the Participant, as evidenced
by their execution and attachment hereto of a copy thereof, the performance
factors applicable to the Long-Term Performance Award may be adjusted as the
Committee deems necessary or appropriate in the manner permitted by and subject
to the Plan.
2. Termination
and Forfeiture.
(a) If
a
Participant terminates his or her employment or his or her consultancy during
the Performance Period related to the Long-Term Performance Award because of
death or Disability, the Committee may in its discretion provide for an earlier
payment and settlement of the Long-Term Performance Award, which payment may
be
in such amount and under such terms and conditions as the Committee deems
appropriate.
(b) If
a
Participant terminates his or her employment or his or her consultancy during
a
Performance Period because of Retirement, then such Participant shall continue
to be entitled to a prorata portion of any payment with respect to the Long-Term
Performance Award subject to such Performance Period in accordance with the
payment terms set forth in subsection (e) of Section 9 of the Plan, determined
by multiplying such payment, calculated as if the Participant's employment
or
consultancy had not been terminated, by a fraction the numerator of which is
the
number of days from the beginning of the Performance Period to the date of
such
termination and the denominator of which is the total number of days during
the
Performance Period.
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(c) If
a
Participant terminates employment or his or her consultancy during a Performance
Period for any reason other than death, Disability or Retirement, then such
a
Participant shall not be entitled to any payment with respect to the Long-Term
Performance Award subject to such Performance Period, unless the Committee
shall
otherwise determine in its discretion.
3. Payment.
The
earned portion of the Long-Term Performance Award shall be paid in cash within
two hundred seventy (270) days following the close of the applicable Performance
Period, provided that the Committee may elect to pay up to one-third (1/3)
of
such amount in whole shares of Stock or, at the discretion of the Committee,
such earned portion may be paid in whole shares of Stock to the extent requested
by the Participant. Any such shares of Stock shall be valued at their Fair
Market Value at the close of business on the most recent trading day preceding
the date of such payment.
4. No
Employment Rights.
No
provision of this Agreement shall:
(a) confer
or
be deemed to confer upon the Participant any right to continue in the employ
of
the Corporation or any Subsidiary or shall in any way affect the right of the
Corporation or any Subsidiary to dismiss or otherwise terminate the
Participant’s employment at any time for any reason with or without case, or
(b) be
construed to impose upon the Corporation or any Subsidiary any liability for
any
forfeiture of the Long-Term Performance Award which may result under this
Agreement if the Participant’s employment is so terminated, or
(c) affect
the Corporation’s right to terminate or modify any contractual relationship with
the Participant if the Participant is not an employee of the Corporation or
a
Subsidiary;
5. No
Liability for Business Acts or Omissions.
The
Participant recognizes and agrees that the Board or the officers, agents or
employees of the Corporation in their conduct of the business and affairs of
the
Corporation, may cause the Corporation to act, or to omit to act, in a manner
that may, directly or indirectly, affect the amount of or the ability of the
Participant to earn the Long-Term Performance Award under this Agreement. No
provision of this Agreement shall be interpreted or construed to impose any
liability upon the Corporation, the Board or any officer, agent or employee
of
the Corporation for any effect on the Participant’s entitlement under the
Long-Term Performance Award that may result, directly or indirectly, from any
such action or omission.
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6. Change
in Control.
(a)
Subject to the
terms of any Employment or Change in Control Agreement between the Corporation
and the Participant, upon the occurrence of a Change in Control followed by
the
termination of the Participant’s employment during the succeeding thirty-six
(36) months other than (A) by the Corporation for Cause, (B) by reason of death
or Disability, or (C) by the Participant without Good Reason, then, and only
then, the Long-Term Performance Award shall be deemed fully vested and fully
earned and shall be canceled in exchange for a cash payment equal to 100% of
the
target value of such Award.
(b)
In the event
that, following a Change in Control, and provided the provisions of Section
15(i)(i) of the Plan are inapplicable, the Committee shall determine in its
sole
discretion that the event(s) or transaction(s) constituting the Change in
Control have caused the Committee to be unable to determine whether or not
the
performance factors and/or other criteria applicable to one or more Long-Term
Performance Awards granted and outstanding under Section 9 of the Plan have
(or
have not), in fact been met or satisfied, then, with respect to each such
Long-Term Performance Award, the Committee shall: (A) cancel the Award and
make
a payment to the Participant in an amount equal to 100% of the initial target
value of such Award as previously determined by the Committee under Section
9(b)
of the Plan; or (B) cancel the Award, modify the provisions of Section 9 of
the Plan as may be necessary to xxxxx Xxxx Term Performance Awards which are
substantially equivalent to those permitted prior to such Change in Control,
and
grant to the Participant a new Long-Term Performance Award under such terms
and
conditions as the Committee shall establish under Section 9 of the Plan, which
will provide a payment opportunity to the Participant substantially equivalent
to such cancelled Award.
7.
Committee’s
Discretion.
If the
Committee has designated the Long-Term Performance Award as a Qualified
Performance-Based Award, as defined in the Plan, then the Committee shall not
exercise any discretion that it might otherwise have the ability to exercise
under Section 9(c), or any other section, of the Plan in a way that would
increase the amount of the Long-Term Performance Award in a manner that is
inconsistent with the exemption for performance-based compensation set forth
in
Section 162(m) of the Code.
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8.
Changes
in Capitalization.
(a) This
Agreement and the issuance of any shares of Stock in payment or partial payment
of the Long-Term Performance Award shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation’s capital structure or its business, or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or affecting the Stock or the rights thereof, or
the
transfer of all or any part of its assets or business, or any other corporate
act or proceedings, whether of a similar character or otherwise.
(b) In
the
event of recapitalization, stock split, stock dividend, divisive reorganization
or other change in capitalization affecting the Corporation’s shares of Stock,
an appropriate adjustment will be made in respect of any shares of Stock
delivered to the Participant in payment of any or all of Participant’s
entitlement under the Long-Term Performance Award.
9.
Capitalized
Terms.
All
capitalized terms not defined herein shall have the meaning ascribed to them
in
the Plan.
10. Interpretation.
This
Agreement shall at all times be interpreted, administered and applied in
a
manner consistent with the provisions of the Plan. In the event of any
inconsistency between the terms of this Agreement and the terms of the Plan,
the
terms of the Plan shall control and the Plan is incorporated herein by
reference.
11. Amendment;
Modification; Waiver.
No
provision of this Agreement may be amended, modified or waived unless such
amendment, modification or waiver shall be authorized by the Committee and
shall
be agreed to in writing by the Participant.
12. Complete
Agreement.
This
Agreement contains the entire Agreement of the parties relating to the subject
matter of this Agreement and supersedes any prior agreements or understandings
with respect thereto.
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13. Agreement
Binding.
This
Agreement shall be binding upon and inure to the benefit of the Corporation,
its
successors and assigns and the Participant, his heirs, devisees and legal
representatives.
14. Legal
Representative.
In the
event of the Participant’s death or a judicial determination of his
incompetence, reference in this Agreement to the Participant shall be deemed
to
refer to his legal representative, heirs or devisees, as the case may be.
15. Business
Day.
If any
event provided for in this Agreement is scheduled to take place on a day
on
which the Corporation’s corporate offices are not open for business, such event
shall take place on the next succeeding day on which the Corporation’s corporate
offices are open for business.
16. Titles.
The
titles to sections or paragraphs of this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the title of any section or paragraph.
17. Notices.
(a) Any
notice to the Corporation pursuant to any provision of this Agreement will
be
deemed to have been delivered when delivered in person to the President or
Secretary of the Corporation or when deposited in the United States mail,
addressed to the President or Secretary of the Corporation, at the Corporation’s
corporate offices, or such other address as the Corporation may from time
to
time designate in writing.
(b)
Any notice to the Participant
pursuant to any provision of this Agreement will be deemed to have been
delivered when delivered to the Participant in person or when deposited in
the
United States mail, addressed to the Participant at this address on the
shareholder records of the Corporation or such other address as the Participant
may from time to time designate in writing.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the
date first written above.
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Participant
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KAMAN
CORPORATION
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By
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Its
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EXHIBIT
A
LONG-TERM
PERFORMANCE PROGRAM
[2006
- 2008] PERFORMANCE PERIOD
Performance
Period
The
performance period approved by the Personnel and Compensation Committee
at the
[November 8, 2005] meeting measures Kaman performance for the period January
1,
[2006] through December 31, [2008].
Participant
and Target Awards
The
participant was approved by the Personnel and Compensation Committee at
the
[November 8, 2005] meeting for participation for this performance period
and the
target award is:
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|
Target Award as % of Base Salary at |
|
Participant
|
the Beginning of the Performance Period |
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Name
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XX%
|
This
participant is designated as a Covered Employee under Section 2 (j) of the
Kaman
Corporation 2003 Stock Incentive Plan.
Performance
Measures
The
specific performance measures and their weighting are:
| Performance Measure | Weighting | |
| Average return on total capital |
[40%]
|
|
| Growth in earnings per share |
[40%]
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|
| Total return to shareholders |
[20%]
|
Average
return on capital will be the simple average of total return on capital achieved
in each of the three (3) years of the performance priod.
Growth
in
earnings per share will be calculated by taking the simple average of Kaman’s
earnings per share for each of the three (3) years of the performance period
and
computing the compound growth rate of that average over the base period
EPS. The base period EPS is the simple average of Kaman’s EPS for the years
[2003],[2004] and [2005].
Total
return to shareholders will be calculated on a dividends reinvested basis and
will measure the change in value of an investment in Kaman shares for the period
January 1, [2006] through December 31, [2008].
Benchmark
for Performance:
Kaman
performance will be measured on a relative basis against the performance of
the
Xxxxxxx 2000 index companies for the period January 1, [2006] through December
31, [2008] using the same performance measures:
|
•
|
Average
return on total capital
|
|
•
|
Growth
in earnings per share
|
|
•
|
Total
return to shareholders
|
In
measuring the performance of the Xxxxxxx 2000 companies, average return on
total
capital and total return to shareholders will be measured in the same way as
Kaman’s performance is measured.
In
measuring growth in earnings per share for the Xxxxxxx 2000 index companies,
the
calculation will be the same except that the base year will be the earnings
per
share for [2005].
Determination
of Earned Award
In
determining the actual award earned, each performance measure will be measured
separately and the total of the three calculations will equal the total award
earned
The
actual award earned for each performance measure will be based on a comparison
of Kaman’s performance as compared to that of the Xxxxxxx 2000 index companies
as follows:
| Kaman Performance vs. Xxxxxxx 2000 Companies | % of Target Award Earned | |
|
Below
25th percentile
|
None
|
|
|
25th
percentile
|
25%
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|
50th
percentile
|
100%
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|
75th percentile
& above
|
200%
|
The
percent of the target award earned for actual performance between the
25th
and the
50th percentile
and between the 50th
and
75th percentile
will be determined on a straight-line interpolation.
All
payments are meant to qualify as Qualified Performance-Based Awards under
Section 15 (c) of the Kaman Corporation 2003 Stock Incentive Plan.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the
date first written above.
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Participant
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KAMAN
CORPORATION
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By
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Dated:
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Its
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