EMPLOYMENT AGREEMENT
This Agreement is made as of September 21, 1999 (the "Effective
Date") by and between Walter R. Kozlow ("I" , "me", or "my") and
Kaman Aerospace Corporation ("Kaman" or "the Company").
WITNESSETH:
WHEREAS, the Company and I have already established an employment
relationship; and
WHEREAS, the parties now desire to have the terms and conditions
of that relationship more definitively described, including in
particular the circumstances under which certain severance
payments will be due and payable and a commitment regarding
non-competition following termination of employment under certain
circumstances;
NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement, the Company and I agree as follows:
I. (a) I will abide by all of Kaman's rules and regulations
now or hereafter established and agree that the posting of any
such rules or regulations on the bulletin boards of the various
departments and/or as listed in any employee handbooks will
constitute personal notice thereof to me. I understand that no
statements made in any such publications or elsewhere shall
operate to change the terms and conditions of my employment as
described in this Agreement.
(b) I understand and agree that I may become aware of
certain secret and/or confidential information during the course
of my employment and such information includes, but is not
limited to, that pertaining to methods, processes, designs,
equipment, catalogues, computer disks, customer lists,
inventions, sales and operating procedures. I agree that all
tangible confidential information such as computer disks,
reports, customer lists, etc. are the sole property of Kaman and
I agree that upon termination of employment with Kaman, I will
return, on demand, any and all confidential information in my
possession. During and after my employment, I will disclose to
Kaman and will not divulge or appropriate to my own use or to the
use of others, including any other employer, any such
confidential information or knowledge obtained by me during such
employment, whether in tangible or intangible form, including,
but not limited to data, plans, decisions, methods, processes,
designs, equipment, catalogues, customer lists, inventions, and
sales and operating procedures.
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(c) Recognizing that, by virtue of my employment, I may
learn information, not generally available, concerning business
methods, customer lists or other trade secrets, I agree that
during my employment I will not, directly or indirectly, become
connected with, promote the interest of, or engage in any other
business or activity competing with the business to which my
employment relates within the geographical area in which the
business of the Company is conducted. I further agree that if
any court or arbitrator should find this covenant and agreement
against competition not to be reasonable as to the scope of
prohibited activities, then such portion of this covenant and
agreement held to be unreasonable shall be regarded as severable
and stricken from this Agreement, and such covenant and agreement
shall be of full force and effect for the activities which are
determined not to be unreasonable.
(d) I will treat as for Kaman's sole benefit, and fully
and promptly disclose and assign to Kaman without additional
compensation, all ideas, discoveries, inventions and
improvements, patentable or not, which, while I am employed, are
made, conceived or reduced to practice by me, alone or with
others, during or after usual working hours either on or off my
job, and which are related directly or indirectly to Kaman's
business or interest or which result from tasks assigned to me by
Kaman.
(e) I agree, at Kaman's expense, at any time during or
after my employment, to sign all papers and do such other acts
reasonably required of me to protect Kaman's rights to said
ideas, discoveries, inventions and improvements, including
applying for, obtaining and enforcing patents on said
discoveries, inventions, improvements in any and all countries.
(f) I represent that there are no agreements,
understandings or legal requirements applicable to me which
prohibit the execution of this Agreement or prohibit or otherwise
limit the performance of my obligations hereunder or my duties as
an employee of the Company nor will the execution of this
Agreement and the performance of my obligations or duties result
in a conflict of interest between me and any other party.
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II. I understand that, as an employee of Kaman, I owe a duty
of loyalty to Kaman. As part of this duty of loyalty, I will:
(a) avoid personal investment, interests or associations
which might interfere with the independent exercise of my
judgment on business related matters;
(b) not, directly or through a member of my immediate
family or otherwise, accept any gratuitous payment, loan,
service, or other consideration of value from any party doing or
seeking to do business with Kaman;
(c) fully disclose all facts concerning services that I,
or any other person of whom I have knowledge, may have rendered
to any party competing, dealing, or seeking to deal with Kaman,
if it is required to determine if a conflict of interest exists;
and
(d) not buy or sell Kaman Corporation stock if I have
information about Kaman Corporation or any of its subsidiaries
that is not already available to the public nor will I tell other
people about any information of that kind. I understand and
acknowledge that Kaman's policies prohibit such behavior and in
many cases, it will be in violation of the securities laws.
III. I understand and agree that my employment with Kaman is
an "at will" relationship and such employment and compensation
can be terminated, with or without cause, and with or without
notice, at any time, at the option of Kaman or me. I understand
that this Agreement can be changed only by a written document
signed by me and an officer of the Company, or his designee, who
is also an officer of Kaman Corporation. No application,
brochure, policy statement, procedure, benefit plan, summary,
work rules, employee handbook, or any other written or oral
communication between the Company and its employees is intended
to create an employment contract. I understand and agree that as
a condition of my "at will" employment, if any disputes arise out
of my termination of employment with the Company that I will
first seek to resolve all such disputes by engaging in good faith
discussions with appropriate managerial personnel of the Company.
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IV. (a) Notwithstanding any other provision of this
Agreement, it is understood that, beginning on the Effective
Date of this Agreement and ending on September 20, 2001, if
Kaman terminates my employment for any reason (other than due to
my willful refusal to perform proper responsibilities of my
position or a violation of law on my part) or if I terminate my
employment for "good reason", and the Change in Control Agreement
dated September 21, 1999 between Kaman and me is not applicable,
that on my last day of employment (the "Termination Date"), the
Company will provide me with:
1) a lump sum cash payment equal to two (2) times my then
current base annual salary rate (which rate cannot be less than
the salary rate for the most recently completed calendar year
prior to the Termination Date or the salary rate in effect as of
the Effective Date, whichever is higher);
2) a lump sum cash payment equal to two (2) times my most
recent cash bonus payment; and the bonus for which I am eligible
due to my employment during the calendar year in which the
Termination Date occurs, with such bonus to be pro rated and
calculated in accordance with the Kaman Corporation Cash Bonus
Plan;
3) with regard to all restricted stock, stock appreciation
rights or stock option awards that I have received, (i) all
restrictions with respect to any restricted stock shall lapse,
and (ii) all stock appreciation rights and stock options shall
become fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options; and
4) my Company automobile. The book value then attributed
to it by the leasing company will be considered "fringe benefit"
income and that amount will be subject to tax during the calendar
year in which the Termination Date occurs.
In addition to the aforementioned items, the Company will
provide me with:
5) reimbursement for COBRA premium payments for applicable
group medical/dental benefits until I accept employment
elsewhere, but in any event for not more than twelve (12) months;
and
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6) premium payments for one (1) year with regard to the
Mass Mutual group universal life insurance policy issued in my
name.
(b) It is understood that I will have "good reason" to
terminate my employment with the Company if any one of the
following acts, or failures to act, by the Company, occurs:
1) I am removed from the officer position held by me at the
Effective Date; or
2) I am assigned any duties or responsibilities
inconsistent with the officer position held by me at the
Effective Date or there is a substantial diminution in the nature
or status of my responsibilities from those existing on the
Effective Date; or
3) the Company reduces my annual base salary from that
existing on the Effective Date; or
4) the Company significantly reduces my annual cash bonus
from the "modified target bonus opportunity" figure that is
calculated each year in accordance with the Kaman Corporation
Cash Bonus Plan.
(c) My right to terminate my employment for good reason
shall not be affected by my incapacity due to physical or mental
illness. My continued employment shall not constitute consent
to, or a waiver of rights with respect to, any act or failure to
act constituting good reason under this Agreement.
(d) It is understood that for purposes of any
determination regarding the existence of good reason, any claim
by me that good reason exists shall be presumed to be correct
unless the Company establishes to its Board of Directors by clear
and convincing evidence that good reason does not exist.
(e) In the event that the items described in Section IV
(a) are provided to me pursuant to this Agreement, I agree that
for a period of two (2) years following the Termination Date, I
will not, directly or indirectly, become connected with, promote
the interest of, or engage in any other business or activity
competing with the business of the Company within the
geographical area in which the business of the Company is
conducted.
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(f) Unless required otherwise by law or government
regulation, the parties will maintain the terms and conditions of
this Agreement in confidence.
V. This Agreement supersedes any previous agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which may exist between the
parties, except that both parties acknowledge the validity of
that certain Change in Control Agreement dated September 21,1999,
between the parties. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws
of Connecticut. Any payments provided for hereunder shall be
paid net of any applicable withholding required under federal,
state or local law and any additional withholding to which I have
agreed.
In Witness Whereof, the parties have executed, or caused this
Agreement to be executed, on his or its behalf.
/s/ Walter R. Kozlow
Signature of Employee
Aug. 14, 2000 at 12:10 p.m.
Date
Walter R. Kozlow
Employee's Typed Name
Acknowledged and Agreed this 14th day of
August, 2000. at 7:45 a.m.
Kaman Aerospace Corporation
/s/ Robert M. Garneau
By Robert M. Garneau
Its Vice President
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