RESTRICTED STOCK AGREEMENT (Under the Kaman Corporation
Exhibit 10h(iv)
(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 _________________, (the
"Participant");
W
I T N E
S S E T H :
WHEREAS,
it has been determined that the Participant, who currently serves as _________
of the Corporation, is an Eligible Person under the Corporation's 2003 Stock
Incentive Plan (the "Plan"); and
WHEREAS,
effective _________, the Corporation has granted a Restricted Stock Award to
the
Participant pursuant to the Plan and subject to the terms and conditions set
forth in this Agreement; and
WHEREAS,
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Plan;
NOW
THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements herein contained, the
parties agree as follows:
1. Restricted
Stock Award.
(a) Subject
to the terms and conditions of this Agreement, _________________ (_____) shares
of the Common Stock of the Corporation (the "Restricted Shares") shall be
transferred to the Participant as additional compensation for services rendered
to the Corporation or one of its Subsidiaries. The Restricted Shares
may be subject to forfeiture during a specified time period, as more
particularly described in Sections 2 and 3 of this Agreement.
(b) In
order for the transfer of Restricted Shares to occur, each Participant must
execute and deliver a copy of this Agreement to the Executive Vice President
and
Chief Financial Officer of the Corporation (the “Custodian”) at the
Corporation's offices in Bloomfield, Connecticut within sixty (60) days of
the
date of this Agreement. Promptly thereafter, the Restricted Shares
shall be issued in uncertificated form and recorded on the shareholder records
maintained by the Transfer Agent and Registrar of the Corporation’s Common Stock
(the “Transfer Agent”). If the Restricted Shares are subject to
forfeiture, the Custodian will cause a notation to be placed on such records
restricting any transfer of the Restricted Shares until the end of the
applicable Installment Restriction Period described in Section 2 of this
Agreement. Restricted Shares not subject to forfeiture at the date of
grant shall also be promptly issued in uncertificated form to the Participant
but without such restrictive notation.
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(c) Effective
upon the date of issuance to the Participant of the Restricted Shares registered
in the Participant's name, the Participant will be a holder of record of the
Restricted Shares and will have, subject to the terms and conditions of this
Agreement, all rights of a shareholder with respect to such shares including
the
right to vote such shares at any meeting of shareholders of the Corporation
at
which such shares are entitled to vote and the right to receive all
distributions of any kind paid with respect to such shares. If
distributions are paid in the form of shares of Common Stock, any such shares
will be deemed additional “Restricted Shares” hereunder, will be subject to
forfeiture if and to the same extent as the shares with respect to which such
shares are paid as a dividend and will be issued in the same manner as provided
in subsection (b) above.
2. Lapse
of Restrictions. [This Section 2 shall only apply if the Restricted Shares
are subject to forfeiture and otherwise shall be deleted but marked
“Intentionally Omitted.”]
(a) All
restrictions set forth in Section 3 below will lapse in their entirety with
respect to twenty percent (20%) of the Restricted Shares on each of the
following dates:
___________,
20__
___________,
20__
___________,
20__
___________,
20__
___________,
20__
Each
such
period is called an "Installment Restriction Period." Installment
Restriction Periods are collectively referred to as the "Restriction
Period." Subject to the following provisions, Restricted Shares
subject to an Installment Restriction Period shall, as of the end of that
Installment Restriction Period, be no longer subject to forfeiture
(“vested”).
(b) As
soon as reasonably practicable after the end of an Installment Restriction
Period, the Custodian will instruct the Transfer Agent to remove the transfer
restriction notation referred to in Section 1(b) of this Agreement; provided,
however, that the Custodian shall not issue such instruction until the
Participant has either (i) paid, or (ii) made provisions satisfactory to the
Committee for the payment of, all applicable tax withholding
obligations.
(c) If
the Participant's employment with or other service to the Corporation or a
Subsidiary terminates during the Restriction Period because of death or
Disability, effective on the date of that event all restrictions set forth
in
Section 3 of this Agreement will lapse in their entirety with respect to all
of
the Restricted Shares and all such shares shall be vested.
3. Restrictions. [This
Section 3 shall only apply if the Restricted Shares are subject to forfeiture
and otherwise shall be deleted but marked “Intentionally
Omitted.”] The Restricted Shares are restricted and subject to
forfeiture in accordance with and subject to the following
provisions:
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(a) To
the extent that the Restricted Shares remain subject to restrictions set forth
in this Section 3, such restrictions shall lapse in the event of a Change in
Control, subject to the conditions set forth in the Plan, and, effective upon
such Change in Control, all such shares shall be vested.
(b) Except
as provided in Sections 2(c) and 3(c), if the Participant's employment with
or
other service to the Corporation or a Subsidiary terminates during the
Restriction Period, then effective upon the date of termination, all Restricted
Shares which are not vested shall automatically be forfeited to the
Corporation. Employment or other service will not be deemed to have
terminated for this purpose by reason of a leave of absence approved by the
Committee.
(c) If
the Participant retires from active service with the Corporation or a Subsidiary
under the terms of the Kaman Corporation Employees' Pension Plan during the
Restriction Period, effective upon retirement the Restricted Shares which are
not vested will automatically be forfeited to the Corporation; except that,
the
Committee may, in its sole discretion, allow all restrictions set forth in
this
Section 3 to lapse in their entirety with respect to the Restricted Shares
which
thereupon shall be vested.
(d) None
of the Restricted Shares, nor the Participant's interest in any of the
Restricted Shares, may be encumbered, sold, assigned, transferred, pledged
or
otherwise disposed of at any time during the Restriction Period. In
the event of any such action, all then Restricted Shares shall automatically
be
forfeited to the Corporation effective upon the date of such
event. The Participant will repay to the Corporation all dividends,
if any, paid on or after the date of the event with respect to the forfeited
shares.
(e) If
the Participant at any time forfeits Restricted Shares pursuant to this
Agreement, the Custodian is authorized to cause such forfeited shares to be
cancelled and transferred to the Corporation. All of the
Participant's rights to and interest in the Restricted Shares shall terminate
upon forfeiture without payment of consideration.
(f) If
Restricted Shares are forfeited under this Agreement, the Custodian shall direct
the Transfer Agent to make appropriate entries upon its records showing the
cancellation of the Restricted Shares and to return the shares to the
Corporation.
(g) The
Committee shall make all determinations in connection with this Agreement,
including determinations as to whether an event has occurred resulting in the
forfeiture of or lapse of restrictions on Restricted Shares and all such
determinations of the Committee shall be final and conclusive.
4. Appointment
Of Agent. By executing this Agreement, the Participant, if the
Restricted Shares are subject to forfeiture, irrevocably nominates, constitutes
and appoints the Custodian as his or her agent and attorney-in-fact for purposes
of surrendering or transferring the Restricted Shares to the Corporation upon
any forfeiture required or authorized by this Agreement. This power
is intended as a power coupled with an interest and shall survive the
Participant's death. In addition, it is intended as a durable power
and shall survive the Participant's Disability.
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5. 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 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 cause,
or
(b)
be
construed to impose upon the Corporation or any Subsidiary any liability for
any
forfeiture of Restricted Shares 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 a Participant, who is not an employee of the Corporation
or a
Subsidiary.
6. No
Liability For Business Acts Or Omissions.
(a)
The
Participant recognizes and agrees that the Board or the officers, agents or
employees of the Corporation, including the Custodian, 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, prevent the
Restricted Shares from vesting 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,
including the Custodian, for any forfeiture of Restricted Shares that may
result, directly or indirectly, from any such action or omission.
(b)
In
the event of recapitalization, stock split, stock dividend, divisive
reorganization or other change in capitalization affecting the Corporation's
shares of Common Stock, an appropriate adjustment will be made in respect of
the
Restricted Shares. Any new or additional or different shares or
securities issued as the result of such an adjustment will be deemed included
within the term “Restricted Shares” hereunder, will be subject to forfeiture if
and to the same extent as the shares with respect to which such adjustment
is
made and will be issued in the same manner as provided in Section 1(b) of this
Agreement.
7. 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.
8. 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.
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9. 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.
10. Agreement
Binding. This Agreement shall be binding upon and inure to the benefit of
the Corporation, its successors and assigns and the Participant, his or her
heirs, devisees and legal representatives.
11. Legal
Representative. In the event of the Participant's death or a judicial
determination of his or her incompetence, reference in this Agreement to the
Participant shall be deemed to refer to his or her legal representative, heirs
or devisees, as the case may be.
12. 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.
13. 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.
14. 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 Corporation or
when deposited in the United States mail, addressed to the 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 the address on the shareholder records of the
Corporation or such other address as he or she 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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