EXHIBIT 10d
February 24, 2000
By Hand Delivery
Admiral Huntington Hardisty
45 Bloomfield Ave.
Hartford, CT 06105
Dear Hunt:
This letter is to summarize our agreement regarding your
decision to discontinue management responsibilities at Kaman
Aerospace International. We are all very grateful that you are
regaining your health and look forward to the continuing
relationship between us, as described below.
1. Separation Payment. We have agreed that you will end your
employment with Kaman Aerospace International Corporation on
March 1, 2000 and your signature to this letter will constitute
your resignation of your officer and director positions at that
subsidiary. On that date, Kaman will make a lump sum payment to
you in the amount of Three Hundred Seventy Thousand Dollars
($370,000). This payment will be subject to tax and any applicable
employee benefit withholdings.
2. Restricted Stock Awards. As of March 1, 2000, you will have a
total of Ten Thousand Six Hundred (10,600) Class A shares remaining
subject to restriction pursuant to all of your restricted stock
awards. As of that date, we will cause the restrictions to lapse
and will deliver the share certificates to you. These shares will
be valued at March 1, based on the closing price of the stock on
that date, and the total value will be added to your taxable income
for 2000.
3. Consultant's Agreement. Effective March 2, 2000, Kaman
Aerospace Corporation will retain you as a consultant for a term of
two (2) years at a per diem rate of One Thousand Dollars ($1,000)
for each day that services are provided under the agreement. You
will be guaranteed payment for a minimum of one hundred (100) days
per year during the term of the agreement. This arrangement will
be memorialized in a mutually satisfactory agreement that Kaman
Aerospace will prepare.
4. Board of Directors, Kaman Corporation. We appreciate that you
have agreed to continue serving as a member of the Board of
Directors of the Corporation, subject of course to necessary
shareholder approvals.
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5. Employee Benefit Matters. We will be in contact with you
regarding any other matters that are customarily associated with
separation from employment, including confirmation of your account
balance under the Corporation's Deferred Compensation Plan (in your
case, the supplemental deferred compensation contributions that
have been made by the Corporation) and information regarding the
form of distribution that you have already chosen.
If the foregoing accurately reflects your understanding of our
agreement, please sign and date this letter in the space provided.
When fully signed, this letter will constitute our entire agreement
regarding this matter. As additional consideration for the
payments described in paragraphs 1 and 2, this letter and your
signature to the attached General Release and Agreement will also
constitute your general release of Kaman from any matters other
than those described here.
Hunt, it has been a privilege to work with you and we will
appreciate your continuing advice and counsel as we move forward.
Sincerely,
/s/Paul R. Kuhn
Accepted and Agreed this 24th
day of February, 20000.
/s/ Huntington Hardisty
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GENERAL RELEASE AND AGREEMENT
"Company": Kaman Aerospace International Corporation
Consideration : Separation Payments as per attached
letter dated February 24, 2000
Date of Termination: March 1, 2000
In consideration of the above I hereby release the Company, its
affiliated companies, and its and their officers and employees,
from any and all matters or claims relating to or which could arise
from my employment or my separation from employment, whether in
contract, express or implied, or in tort, including but not limited
to, any claims of tortious or wrongful discharge from employment,
and also including but not limited to, specifically any claims
under Title VII of the Civil Rights Acts as amended, 42 U.S.C.
Section 1981-86 and Section 2000e et seq., the Rehabilitation Act
of 1973, as amended, 29 U.S.C. 701 et seq., the Americans With
Disabilities Act, the Age Discrimination in Employment Act of 1967,
29 U.S.C. 621 et seq. This release of all claims specifically
includes any and all claims for attorney's fees.
The Company has advised and hereby advises me to consult with an
attorney prior to executing this agreement. I have been given a
period of twenty-one (21) days to consider this agreement, and I
have the right to accept the agreement at any time within that
twenty-one (21) day period. I have the right to revoke this
agreement for a period of seven (7) days following my execution of
this agreement, and this agreement shall not become effective or
enforceable until the execution of that seven day period. The
Company shall not be obligated to pay me the consideration set
forth above until after the expiration of the seven (7) day
revocation period.
This release is not a release of any retirement or other benefits
for which I may be otherwise eligible under the written Kaman
Corporation Thrift and Retirement Plan or the Kaman Corporation
Employees Pension Plans, and this release does not waive any rights
or claims which may arise in the future.
I represent and warrant that I have suffered no work-related injury
during my employment with the Company and have no intention of
filing a claim for worker's compensation benefits arising from any
incident occurring during my employment with the Company.
I agree to keep in confidence and not use or disclose to any other
person or entity any company confidential information, including
but not limited to customer lists, pricing information, and company
know-how and methods of doing business
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I acknowledge that I am entering into this release freely and
voluntarily. I further acknowledge that I have not been coerced in
any way. I agree that the consideration offered above is something
to which I would not otherwise be entitled.
/s/ Huntington Hardisty
Subscribed and sworn to this
24th day of February, 2000
before me.
/s/ Kristine L. Bickford
Commissioner/ Notary Public
My Commission Expires: 12/31/2001
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