AGREEMENT
Exhibit 10h (viii)
Agreement
made this 16th day of December, 2006, by and between KAMAN CORPORATION, a
Connecticut corporation having its principal office in Bloomfield, Connecticut
(the “Corporation”), and Xxxxxx Xxxxxx, a director of the Corporation (the
“Director”).
WHEREAS,
the Director is and will be rendering valuable services to the Corporation
as a
member of its Board of Directors; and
WHEREAS,
the Corporation and the Director wish to enter into an arrangement for the
deferred payment of compensation (as defined below) that the Director may
earn
in his capacity as a Director.
NOW
THEREFORE, the Corporation and the Director hereby agree as
follows:
1. Deferred
Account.
The
Corporation will establish an account (the “Deferred Account”) on its books, on
behalf of the Director, to be credited with compensation as shall be deferred
after the date hereof together with interest earned thereon, in accordance
with
the terms of this Agreement. For purposes of this Agreement, “compensation”
shall mean the Director’s retainer fees and meeting fees.
2. Elections.
The
Director may elect to defer current receipt of all, or a specified portion
of,
his compensation for services as a member of the Board as follows:
(a) An
election to defer compensation (the “Election”) shall be void with respect to
compensation unless submitted before the beginning of the calendar year during
which the amount to be deferred will be earned. Notwithstanding the foregoing,
in the year in which the Director first becomes a member of the Board, the
Election may be filed within thirty (30) days of the date on which such
individual first becomes a Board member with respect to compensation earned
during the remainder of the calendar year after the filing and acceptance
of
such Election.
(b) The
Director shall only make the Election by executing a written notice in form
and
substance satisfactory to the Corporation and timely delivering it to the
Corporation’s Chief Financial Officer. The Election will remain in effect until
the Director separates from service as a member of the Board, or amends or
terminates the Election. Any amendment or termination of the Election shall
also
be made by such written form and shall only be effective as of the next
following calendar year.
(c) As
of
each December 31st while this Agreement is in effect, the Election shall
be
irrevocable with respect to compensation payable with respect to services
performed in the immediately following calendar year.
3. Interest.
Interest shall be credited monthly and compounded monthly on all amounts
credited to a Director's Deferred Account at the same rate and in the same
manner as under the Kaman Corporation Amended and Restated Deferred Compensation
Plan.
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4. Time
and Form of Payment.
By
completing and delivering an Election, the Director shall irrevocably select
the
time and form of payment pursuant to which amounts credited to his Deferred
Account shall be distributed to him. Except as provided in Section 4A below,
any
amended Election will apply only to amounts credited to the Deferred Account
for
periods beginning with the first calendar year immediately following the
amended
Election. The Director may choose to have such amounts paid in a lump sum
or in
approximately equal quarterly installments over a period not to exceed ten
(10)
years. Lump sum payments shall be made on the first business day of the month
selected by the Director pursuant to the Election. Installment payments shall
commence on the first business day of the month selected by the Director
pursuant to the Election. Notwithstanding the Director's selection of the
method
of distribution, amounts payable under this Agreement shall be distributed
in a
lump sum to the beneficiary designated in his Election, or in the event no
living beneficiary shall be so designated, to his estate, within thirty (30)
days following his death.
4A.
Transition
Rules
for Changing Payment Elections
During
2006 or 2007, a Director may change a payment election made for deferrals
credited under this Agreement (including the Rollover Amount) with respect
to
2005, 2006 or 2007, or for all of those years, as follows:
(a) An
election to change a payment election filed before January 1, 2007, may specify
a new time of the payment (on any date after 2006), a new form of payment
(from
the available methods described in Section 4 above) or both. A changed payment
election described in the immediately preceding sentence cannot change payment
elections for payments the Director would otherwise receive in 2006, nor
can it
cause payments to be made in 2006.
(b) A
transition election under this Section 4A filed during 2007 may specify a
new
time of payment (on any date after 2007), a new form of payment (from the
available methods described in Section 4) or both. A changed payment election
described in the immediately preceding sentence cannot change an election
for
payments the Director would otherwise receive in 2007, nor can it cause payments
to be made in 2007.
5. Title
to Deferred Account.
At its
option, the Corporation may elect to fund amounts credited to the Deferred
Account but title to the Deferred Account, and any assets contained therein,
shall at all times remain in the Corporation, and the Director or the Director’s
beneficiaries shall not have any property interest whatsoever in any specific
assets which may be contained in the Deferred Account.
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6. Accelerated
Payments Under Certain Circumstances.
Notwithstanding any other provisions of this Agreement to the contrary, on
account of an “unforeseeable emergency” (as defined in Section 409A(a)(2)(A)(vi)
of the Internal Revenue Code, as amended (the “Code”), the Director or
Director's legal representative (if the Director is not competent to manage
his
affairs) may apply to the Corporation for acceleration of the payment of
some or
all of the funds credited to the Deferred Account, but in no event more than
is
reasonably necessary to satisfy the emergency need (which may include amounts
necessary to pay for any Federal state or local income taxes or penalties
reasonably anticipated to result from the payment). If such application is
approved by the Corporation, the acceleration of payment will be effective
at
the later of the date specified in the Director's application or the date
of
approval by the Corporation. Whenever an application for acceleration of
payments is granted, the Corporation shall pay the Director only the amount
as
is allowed under Section 409A due to an unforeseeable emergency.
7. No
Trust Created.
Nothing
contained in this Agreement and no action taken pursuant to the provisions
of
this Agreement shall create or be construed to create a trust of any kind,
or a
fiduciary relationship between the Corporation and the Director, his designated
beneficiary, or any other person. Any funds which may be invested under the
provisions of this Agreement shall continue for all purposes to be a part
of the
general funds of the Corporation and no person other than the Corporation
shall
by virtue of the provisions of this Agreement have any interest in such funds.
To the extent that any person acquires a right to receive payments from the
Corporation under this Agreement, such right shall be no greater than the
right
of any unsecured general creditor of the Corporation.
8. Rights
Personal to Director.
The
right of the Director or any other person to the payment of deferred
compensation or other benefits under this Agreement shall not be assigned,
transferred, pledged or encumbered except by will or by the laws of descent
and
distribution.
9. Incapacity.
If the
Corporation shall find that the Director is unable to care for his affairs
because of illness or accident, any payment due (unless a prior claim therefor
shall have been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, any child of the Director or to
any
person deemed by the Corporation, acting jointly, to have incurred expense
for
the Director in such manner and proportions as the Corporation may determine.
Any such payment shall be in partial or complete discharge, as the case may
be,
of the liabilities of the Corporation under this Agreement.
10. No
Other Rights.
Nothing
contained herein shall be construed as conferring upon the Director the right
to
continue in the service of the Corporation as a director or in any other
capacity.
11. Interpretation.
The
Corporation shall have full power and authority to interpret, construe and
administer this Agreement and the Corporation's interpretations and construction
thereof, and actions thereunder, including any valuation of the Deferred
Account, or the amount or recipient of the payment to be made therefrom,
shall
be binding and conclusive on all persons for all purposes. The Corporation
shall
not be liable to any person for any action taken or omitted in connection
with
the interpretation and administration of this Agreement unless attributable
to
its own willful misconduct.
12. Other
Plans; Establishment of Directors' Compensation.
Nothing
contained herein shall limit the right of the Board of Directors to determine
from time to time the compensation, if any, of its directors; and credits
to the
Deferred Account hereunder shall be made only if and to the extent that
compensation is established by the Board of Directors for such
service.
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13. Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the Corporation,
its
successors and assigns and the Director and his heirs, executors,
administrators, and legal representatives.
14. Governing
Law.
This
Agreement shall be construed in accordance with and governed by the laws
of the
State of Connecticut.
15. Notice
Addresses.
The
Election, and any other communications hereunder, shall be deemed effective
when
delivered in writing to:
If
to the
Corporation:
Kaman
Corporation
X.X.
Xxx
0
Xxxxxxxxxx,
Xxxxxxxxxxx 00000-0000
Attention:
Xx. Xxxxxx X. Xxxxxxx, Executive Vice President
If
to the
Director.
At
such
address as he shall designate in writing to the Corporation.
16. Section
409A
(a) The
Plan
is intended to comply and shall be interpreted and construed in a manner
consistent with the provisions of Section 409A. Any Plan provision that would
cause amounts allocated to a Deferred Account to be subject to Federal income
tax prior to payment shall be void without the necessity of further action
by
the Board or the Personnel and Compensation Committee.
(b) There
shall be no acceleration of the time or schedule of any payment under the
Plan
except under Section 6 or as permitted under Section 409A. There shall be
no
subsequent deferral of the time or schedule of any payment under the Plan
except
as allowed under Section 4A.
(c) All
references to Section 409A in the Plan shall also refer to Notice 2005-1
(as
applicable to periods prior to January 1, 2007) and Treasury regulations
(as
applicable to periods after December 31, 2006).
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IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
by its
President and the Director has hereunto set his hand and seal as of the date
first written.
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KAMAN
CORPORATION
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/s/
Xxxxxx X. Xxxxx
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By:
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/s/
Xxxxxxx X. Xxxxx
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Xxxxxxx
X. Xxxxx
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Its
Vice President
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Duly
Authorized
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/s/
Xxxxx Xxxxxxxx
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/s/
Xxxxxx Xxxxxx
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Director
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5
NOTICE
OF ELECTION TO DEFER DIRECTOR’S COMPENSATION
Calendar
Year 2007
To:
Kaman
Corporation
X.X.
Xxx
0
Xxxxxxxxxx,
Xxxxxxxxxxx 00000-0000
Attention: Xxxxxx
X.
Xxxxxxx, Executive Vice President
Subject
to the Agreement between the undersigned, and Kaman Corporation, dated
December
___, 2006, the undersigned hereby elects:
| 1. |
To
defer cash compensation for services as a director earned on or
after
January 1, 2007 as follows:
|
Retainer
Fee: Amount of compensation to be deferred:
All
______
None
_____
The
following portion or percentage ______
Meeting
Fee: Amount of compensation to be deferred:
All
______
None
_____
The
following portion or percentage ______
Other
Fees: Amount of compensation to be deferred:
All
_____
None
_____
The
following portion or percentage ______
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2.
|
To
have such sums earned on or after January 1, 2007 and credited to
his/her Deferred Compensation Account paid as
follows:
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____
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Lump
Sum
|
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____
|
Quarterly
installments over a period of _____ years (Note - this period
cannot be
longer than ten (10) years.)
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3.
|
To
have payments with respect to amounts deferred on or after January 1,
2007 be made or commence on:
|
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____
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The
first day of the calendar quarter following the date of cessation
of
service as a director.
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____
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January 1
following the date of cessation of service as a
director.
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4.
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In
the event of death, the undersigned designates the following
beneficiary:
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________________________________________
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