AGREEMENT
Exhibit
10h(vii)
AGREEMENT
Agreement
made this 8th day of August, 1995, by and between KAMAN CORPORATION, a
Connecticut corporation having its principal office in Bloomfield, Connecticut
(the “Corporation”), and Xxxxxx X. Xxxxx, 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 which 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 such compensation as shall be
deferred together with additional compensation earned thereon, in accordance
with the terms of this Agreement.
2. Elections.
Upon
reasonable prior notice, the Director may elect to defer current receipt of
all,
or a specified portion of, his compensation for services as a director. Such
election (the “Election”), to be made and executed by a written notice in form
and substance satisfactory to the Corporation, will remain in effect until
the
Director ceases to be a Director, or amends or terminates the Election. Any
amendment or termination of the Election shall also be made by such written
form.
3. Additional
Compensation.
The
Corporation will credit the Director’s Deferred Account annually with additional
compensation, as if interest was earned thereon, at the rate determined each
year by the Personnel and Compensation Committee of the Board of Directors,
compounded annually on the balance in the Deferred Account as of December 31
each year.
4. Method
of Distribution.
By
completing and delivering an Election, the Director shall irrevocably select
the
method pursuant to which amounts credited to his Deferred Account shall be
distributed to him. Any amended Election will apply only to amounts credited
to
the Deferred Account for periods 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.
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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 his beneficiaries shall
not
have any property interest whatsoever in any specific assets which may be
contained in the Deferred Account.
6. Accelerated
Payments Under Certain Circumstances.
Notwithstanding any other provisions of this Agreement to the contrary, for
serious financial reasons, 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. 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 a portion, including all, of the amount equal to the then
current value of his Deferred Account, as requested. Any payment so made shall
be in partial or complete discharge, as the case may be, of the liabilities
of
the Corporation under this Agreement. Serious financial reasons shall include
bankruptcy or impending bankruptcy, unexpected and unreimbursed major expense
resulting from illness to person or accident to person or property and other
types of unexpected and unreimbursed expenses of a major or emergency nature
where acceleration of payment of funds allocated to the Deferred Account would
be necessary to prevent great hardship to the Director.
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 as-signed,
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 detennine.
Any such payment shall be in partial or complete discharge, as the case may
be,
of the liabilities of the Corporation under this Agreement.
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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 in this Agreement shall affect the right of the Director to
participate in any pension, profit sharing or other retirement plan or in any
supplemental compensation agreement which constitutes a part of the
Corporation’s regular compensation structure for directors now or hereafter
instituted, continued, or maintained by the Corporation. 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.
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
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Attention:
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Xx.
Xxxxxx X. Xxxxxxx, Senior Vice
President
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If
to the
Director:
At
such
address as he shall designate in writing to the Corporation.
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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/
Xxxxx X. Xxxx
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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 X. Xxxx
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/s/
Xxxxxx X.Xxxxx
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Director
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4
FIRST
AMENDMENT TO
THIS
AMENDMENT made this 8th day of December, 2005, by and between KAMAN CORPORATION,
a Connecticut corporation having its principal office in Bloomfield, Connecticut
(the “Corporation”), and XXXXXX X. XXXXX, a director of the Corporation (the
“Director”),
WITNESSETH:
WHEREAS,
by Agreement dated August 8, 1995 (the “Agreement”) the Corporation and the
Director entered into a written arrangement for the deferred payment of
compensation which the Director may earn in her capacity as a Director;
and
WHEREAS,
pursuant to the Agreement, an election to defer is in effect for 2005, and
the
Director is deferring all of her cash compensation as a director of the
Corporation; and
WHEREAS,
Notice 2005-1, question and answer 20, issued by the Treasury Department as
guidance under Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), allows for the cancellation of deferral elections for 2005, in
whole or in part, subject to certain conditions specified in such Notice;
and
WHEREAS,
the Director wishes to implement a partial cancellation of her deferral election
in place for 2005, in accordance with such guidance, and the Corporation is
willing to allow for such cancellation;
NOW,
THEREFORE, the parties agree to amend the Agreement as follows:
1. The
following new paragraph 16 is added to the Agreement:
“16.
Cancellation
of 2005 Deferral.
(a)
Notwithstanding anything to the contrary contained in this Agreement, the
Director shall have the authority to cancel the deferral election which is
in
place for 2005, in whole or in part. Any such election must be made in writing
signed by the Director and delivered to the Corporation in 2005. Such
cancellation may apply to amounts of compensation already earned and deferred
for 2005, and/or compensation which has not yet been earned and deferred for
2005. In the event of such cancellation, the amounts so cancelled shall be
distributed to the Director during 2005 and shall be included in her income
for
tax purposes in 2005.
(b) This
paragraph 16 shall only apply with respect to 2005 deferrals under the
Agreement. This provision is intended to comply with the transition guidance
for
2005 issued under Section 409A of the Code, and shall be interpreted and
administered in a manner consistent with such intention.”
2. Except
as
hereinabove modified and amended, the Agreement shall remain in full force
and
effect. However, the parties recognize that additional amendments to the
Agreement shall be required to satisfy the requirements of Section 409A of
the
Code, and that such amendments are required to be made on or before
December 31, 2006.
IN
WITNESS WHEREOF, the Corporation and the Director hereby execute this First
Amendment.
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KAMAN
CORPORATION
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12/12/05
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By:
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/s/
Xxxxxxx X. Xxxxx
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Date
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Its
SVP & CLO
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12/12/05
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/s/
Xxxxxx X.Xxxxx
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Xxxxxx
X. Xxxxx
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