EXHIBIT 10g(iii)
SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
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THIS AGREEMENT, is made as of November 11, 2003, by and
between Kaman Corporation, a Connecticut corporation (the
"Company"), and Xxxx X. Xxxx (the "Executive").
WHEREAS, the Company considers it essential to the best
interests of its shareholders to xxxxxx the continued employment
of key management personnel; and
WHEREAS, the Board recognizes that the possibility of a
Change in Control exists and that such possibility, which will not
be addressed by an Employment Agreement, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment
of the Company and its shareholders; and
WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention
and dedication of members of the Company's management, including
the Executive, to their assigned duties without the potential
distractions arising from the possibility of a Change in Control;
and
WHEREAS, the Company and the Executive executed a Change in
Control Agreement dated August 2, 1999 (which was amended and
restated in its entirety as of November 16, 1999) as well as an
Employment Agreement, as amended; and
WHEREAS, the parties desire to further amend and restate the
Change in Control Agreement in its entirety;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Company and the Executive
hereby agree as follows:
1. Defined Terms. The definitions of capitalized terms
used in this Agreement are provided in the last Section of this
Agreement.
2. Term. [Intentionally Omitted]
3. Company's Covenants Summarized. In order to induce the
Executive to remain in the employ of the Company and in
consideration of the Executive's continued employment, the Company
agrees, under the conditions described herein, to pay the
Executive the Severance Payments and the other payments and
benefits described in this Agreement. Except as provided in
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