EXHIBIT 10d
KAMAN CORPORATION
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
(Effective January 1, 1994)
This Amended and Restated Kaman Corporation Deferred
Compensation Plan is adopted by Kaman Corporation effective as of
January 1, 1994.
WHEREAS, the Corporation adopted the Plan effective
October 1, 1993; and
WHEREAS, the Corporation amended the Plan by a First
Amendment also effective as of October 1, 1993; and
WHEREAS, the Corporation has reserved the right to amend the
Plan; and
WHEREAS, the Corporation wishes to amend the Plan effective
January 1, 1994 to provide for an additional benefit for certain
Participants in the Plan who do not participate in the Kaman
Corporation Supplemental Employees' Retirement Plan; and
WHEREAS, on September 19, 1994, the Board of Directors of
the Corporation adopted a resolution authorizing the amendment of
the Plan as provided for herein;
NOW, THEREFORE, the Plan is hereby amended and restated in
its entirety as follows:
Purpose
The purpose of this Plan is to provide specified benefits to
a select group of senior management or highly compensated
employees of Kaman Corporation, a Connecticut corporation, and
its subsidiaries.
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Section 1
Definitions
For purposes of this Plan, the following phrases or terms
shall have the following indicated meanings, unless the context
requires otherwise:
1.1 "Account Balance" means, as to each Participant, the
sum of (i) all amounts of Base Salary and/or Bonus deferred by
the Participant pursuant to this Plan plus (ii) any additional
deferred compensation payable pursuant to Section 6.1, plus (iii)
all interest credited thereon in accordance with the applicable
interest crediting provisions of the Plan, less (iv) any
distributions to the Participant or his Beneficiary. For purposes
of the Plan established by Section 6A, "Account Balance" means
the sum of (i) all amounts of Supplemental Deferred Compensation,
plus (ii) all interest credited thereon in accordance with the
applicable interest crediting provisions of the Plan, less (iv)
any distributions to the Participant or his Beneficiary. These
accounts shall be bookkeeping entries only and shall be utilized
solely as a device for the measurement and determination of the
amounts to be paid to Participant pursuant to this Plan.
1.2 "Additional Deferred Compensation" means the deferred
compensation payable to a Participant pursuant to Section 6.1.
1.3 "Base Salary" means a Participant's salary from the
Corporation, inclusive of any elective deferrals made under this
Plan or any other plan of the Corporation.
1.4 "Beneficiary" means one or more persons, trusts,
estates or other entities, designated in accordance with
Section 7, that are entitled to receive payments under this Plan
after the death of a Participant.
1.5 "Beneficiary Designation Form" means the form
established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate one or
more Beneficiaries.
1.6 "Board" means the Board of Directors of Kaman
Corporation.
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1.7 "Bonus" means the cash, incentive compensation that
may be awarded to a Participant under the Kaman Corporation Cash
Bonus Plan or any successor plan, inclusive of any elective
deferrals made under this Plan or any other plan of the
Corporation.
1.8 "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
1.9 "Committee" means those persons identified as the
Plan Administrators of the Kaman Corporation Compensation
Administration Plan, or such other persons that may be appointed
by the Board to manage and administer the Plan pursuant to
Section 9.
1.10 "Corporation" means Kaman Corporation, a Connecticut
corporation, and, where the context requires, each of its
wholly-owned subsidiaries or the particular corporation that
employs the Participant.
1.11 "Crediting Rate" means, for each Plan Year, that rate
of interest equal to 120% of the applicable federal long-term
rate compounded monthly (as prescribed under section 1274(d) of
the Code) in effect for the first month of each Plan Year.
1.12 "Deferral Amount" means that portion of a
Participant's Base Salary and/or Bonus that the Participant
elects to defer in accordance with Section 3.
1.13 "Deferral Election" means a Participant's election to
defer a portion of his Base Salary and/or Bonus as provided in
Section 3 for a particular Plan Year.
1.14 "Disability" means a period of disability during
which a Participant qualifies for benefits under any Corporation
sponsored long-term disability plan in which the Participant
participates, or, if a Participant does not participate in such a
plan, a period of disability during which the Participant would
have qualified for benefits under such a plan had the Participant
been a participant in such a plan, as determined in the sole
discretion of the Committee.
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1.15 "Election Form" means the form prescribed from time
to time by the Committee that a Participant must use to make a
Deferral Election under the Plan.
1.16 "Financial Hardship" means a severe financial
hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a
dependent (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant's property due to casualty,
or other similar extraordinary and unforeseeable circumstances
arising from events beyond the control of the Participant. The
circumstances that will constitute a Financial Hardship will
depend upon the facts of each case, but, in any case, the
particular circumstances will not be regarded as giving rise to a
Financial Hardship to the extent that any hardship is or may be
relieved:
(a) Through reimbursement or compensation by
insurance or otherwise;
(b) By liquidation of the Participant's assets, to
the extent the liquidation of such assets would not itself cause
severe financial hardship; or
(c) By cessation of deferrals under the Plan.
1.17 "Participant" means any employee of the Corporation
(i) who is selected to participate in the Plan by the Board in
accordance with Section 2.1, (ii) who participates in the Thrift
Plan to the extent required as a condition to participation in
this Plan, (iii) who elects to participate in the Plan, (iv) who
signs a Plan Agreement, an Election Form, and a Beneficiary
Designation Form (v) whose signed Plan Agreement, Election Form
and Beneficiary Designation Form are accepted by the Committee,
(vi) who satisfies any other enrollment requirements that may be
established by the Committee, (vii) who commences participation
in the Plan, and (viii) whose Plan Agreement has not terminated.
"Participant" in the Supplemental Plan established by Section 6A
means any employee of the Corporation who is selected to
participate in the Supplemental Plan by the Board in accordance
with Section 2.1 and who satisfies any other enrollment
requirements that may be established by the Committee; provided,
however, that the term shall not include any person who is
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entitled by contract to receive a payment in lieu of the
supplemental deferred compensation provided for in Section 6A,
including, but not limited to, retirement benefits in addition to
those provided under the Pension Plan. Where the context
requires, the term "Participant" shall also mean an employee or
former employee who previously participated on an active basis
and who still has a positive Account Balance.
1.18 "Payroll Taxes" means any tax imposed on compensation
paid to a Participant that an employer is required to collect
from the Participant including, but not limited to, any employee
contributions for old age, survivors and disability insurance or
hospital insurance.
1.19 "Pension Plan" means the Kaman Corporation Employees
Pension Plan.
1.20 "Plan" means this Deferred Compensation Plan.
1.21 "Plan Agreement" means the written agreement, as it
may be amended from time to time, that is entered into by and
between the Corporation and a Participant. Each Plan Agreement
executed by a Participant shall provide for the entire benefit to
which such Participant is entitled to under the Plan, and the
Plan Agreement bearing the latest date of acceptance by the
Committee shall govern such entitlement.
1.22 "Plan Year" means the calendar year, except that the
initial Plan Year shall begin on October 1, 1993, and end on
December 31, 1993.
1.23 "Retirement", "Retires" or "Retired" means a
Termination of Service on or after the attainment of Early
Retirement Age under the Pension Plan and otherwise in accordance
with the Pension Plan.
1.24 "SERP" means the Amended and Restated Kaman
Corporation Supplemental Employees' Retirement Plan.
1.25 "Supplemental Deferred Compensation" means the
deferred compensation payable to a Participant pursuant to
Section 6A.1.
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1.24 "Termination of Service" means the cessation of
employment with the Corporation other than in connection with an
authorized leave of absence.
1.27 "Thrift Plan" means the Kaman Corporation Thrift and
Retirement Plan.
Section 2
Eligibility and Enrollment
2.1 Selection by Board. Participation in the Plan shall
be limited to a select group of management or highly compensated
employees whose eligibility to participate in the Plan is
approved by the Board on its own initiative, or upon the
recommendation of the Committee. The Board may terminate an
employee's eligibility to participate in the Plan at any time in
its sole discretion.
2.2 Enrollment Requirements. As a condition to
participation, an eligible employee must complete, execute and
return to the Committee, within the time prescribed by the
Committee, a Plan Agreement, and an Election Form. In addition,
in order to participate in the Plan for any particular Plan Year,
an eligible employee must elect to make the maximum contribution
that he is allowed to make under section 402(g) of the Code and
the terms of the Thrift Plan. The Committee may establish from
time to time such other enrollment requirements as it determines
in its sole discretion are necessary or appropriate for purposes
of administering the Plan. The Committee may in its sole
discretion waive the requirement that the eligible employee make
the maximum contribution to the Thrift Plan where such maximum
contribution to the Thrift Plan would have an adverse financial
impact on the employee as a result of the application of any laws
or regulations relating to limitations on contributions to, or
taxation of distributions from, employee welfare benefit plans.
2.3 Commencement of Participation. An employee shall
commence participation in the Plan upon the timely completion of
all enrollment requirements and the Committee's acceptance of all
submitted documents. Eligible employees who wish to participate
in the Plan for any particular Plan Year must satisfy the
enrollment requirements prior to the commencement of the Plan
Year; provided, however, that in the first year in which an
employee first becomes eligible to participate in the Plan, the
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newly eligible employee must satisfy the enrollment requirements
within thirty (30) days after the date on which he became
eligible. If an eligible employee does not meet all enrollment
requirements within the time prescribed, that employee shall not
be allowed to participate in the Plan until the first day of the
Plan Year following the completion of all enrollment
requirements.
Section 3
Deferral Commitments/Interest Crediting
3.1 Maximum Deferral. For each Plan Year, a Participant
may elect to defer a percentage of his Base Salary not to exceed
50% and/or all or a percentage of his Bonus.
3.2 Election to Defer: Effect of Election Form. In order
to make a Deferral Election for any Plan Year a Participant must
deliver a completed and signed Election Form to the Committee
prior to the commencement of the Plan Year to which it relates.
In the case of a newly admitted Participant, the Deferral
Election must be made within the thirty (30) day period provided
for in Section 2.3, and shall not apply to any Base Salary earned
prior to the commencement of his participation. A separate
Election Form is required for each Plan Year. The Election Form
must specify the percentage of the Base Salary and/or Bonus that
the Participant has elected to defer. Except as otherwise
expressly provided for herein, each Deferral Election shall be
irrevocable for the Plan Year for which it is made, and shall be
deemed to apply to any salary increases occurring during that
year. No Election Form shall be effective unless accepted by the
Committee.
3.3 Additions to Account Balances. The percentage of a
Participant's Base Salary deferred pursuant to Section 3.2 shall
be credited to the Participant's Account Balance as of the last
day of each month in which the deferred portion of the Base
Salary would have been paid if not deferred. The percentage of a
Participant's Bonus deferred pursuant to Section 3.2 shall be
credited to the Participant's Account Balance as of the last day
of each month in which the deferred portion of the Bonus would
have been paid if not deferred.
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3.4 Interest Crediting. Interest shall be credited
monthly and compounded monthly on all Deferral Amounts credited
to a Participant's Account Balance. Interest shall be credited
only with respect to amounts in the Account Balance at the end of
the month, and no interest shall be credited with respect to any
portion of an Account Balance withdrawn or distributed from an
Account Balance during the month. The rate of interest shall be
the applicable Crediting Rate.
3.5 Payroll Taxes. The Corporation shall ratably withhold
from that portion of the Participant's Base Salary or Bonus that
is not being deferred, any Payroll Taxes imposed on the
Participant with respect to any Deferral Amount, Additional
Deferred Compensation or Supplemental Deferred Compensation. If
necessary, the Committee shall reduce the Deferral Amount in any
Plan Year in order to comply with this Section 3.5.
3.6 Suspension of Election upon Financial Hardship. If a
Participant believes he has experienced a Financial Hardship, the
Participant may request the Committee to suspend the
Participant's Deferral Election for the remainder of the Plan
Year in which the Financial Hardship occurs. The Committee shall
grant the request if the Committee, in its sole discretion,
determines that the Participant has suffered a Financial
Hardship.
3.7 Suspension of Election Upon Disability. In the event
of the Disability of a Participant, the Committee shall
automatically suspend the Participant's Deferral Election for the
remainder of the Plan Year in which the Disability occurs
effective upon the determination of Disability.
Section 4
Distributions Upon Retirement
4.1 Distributions Upon Retirement. The Account Balance of a
Participant who Retires shall be distributed in a lump sum or in
monthly installments over a period of 5, 10 or 15 years, as the
Participant shall have elected pursuant to Section 4.2.
Notwithstanding the foregoing, for purposes of the plan
established by Section 6A, the Participant may elect only between
receiving distributions in monthly installments over a period of
10 years or 15 years.
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4.2 Election of Method of Payment. Each Participant, in
connection with his commencement of participation in the Plan,
must elect the manner in which he wishes to have his Account
Balance distributed upon Retirement. As part of this election,
the Participant shall indicate whether he wishes the lump sum
payment to be made or the installment payments to commence (i) on
the first day of the third month following the date the
Participant Retires, or (ii) on the later of (A) the first day of
the third month following the date the Participant Retires or (B)
on the second day of the January next following the date the
Participant Retires. The election shall be made on the form
prescribed by the Committee. A Participant must make a separate
election with respect to the payment of supplemental deferred
compensation pursuant to Section 6A. A Participant may change his
election to an allowable alternative method of payment by
submitting a new election to the Committee, but any such change
shall be applicable only with respect to subsequent Deferral
Elections. The election made for purposes of the plan established
by Section 6A shall be irrevocable once made.
4.3 Calculation of Monthly Distributions. If a
Participant elects to receive distributions in the form of
monthly installments, the distribution shall be made in the form
of equal monthly installments adjusted on an annual basis at the
beginning of each Plan Year to provide for annual amortization of
the remaining Account Balance over the remaining payment period
with interest at the Crediting Rate in effect at the beginning of
the Plan Year. Each monthly installment shall be one-twelfth of
the annual payment.
Section 5
Distributions Other than Upon Retirement
5.1 Distributions After Lapse of Years. In connection
with each Deferral Election, a Participant may also elect to
receive a distribution of that portion of his Account Balance
equal to the Deferral Amount for that Plan Year plus any interest
credited thereon after the lapse of seven or more Plan Years as
specified in the Election Form. Any such distributions shall be
made in a lump-sum no later than ninety (90) days after the lapse
of the number of years specified in the Election Form.
Notwithstanding any provision herein to the contrary, no interest
shall be credited on the Account Balance for any period
subsequent to the last day of the last Plan Year in the lapse
period.
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5.2 Distributions Upon Disability or Death of
Participant. Upon the Disability or death of a Participant,
including a Participant who has commenced receiving distributions
of his Account Balance, the Participant's entire Account Balance
shall be distributed to the Participant or, in the case of a
deceased Participant, to the Participant's Beneficiary in a lump
sum. If the Participant's Account Balance at the time of
Disability or death exceeds $25,000, and the Participant has not
commenced receiving a distribution of his Account Balance at such
time, then, at the sole discretion of the Committee, the
Participant's Account Balance shall be distributed in 120 monthly
installments in the manner provided for in Section 4.3. The lump
sum distribution shall be made, or the installment payments shall
commence, on the first day of the third month following the
determination of the Disability of the Participant or the death
of the Participant.
5.3 Distributions Upon Termination of Service. In the
case of a Participant who has experienced a Termination of
Service not occasioned by Retirement, Disability or death, the
entire Account Balance of the Participant shall be distributed to
the Participant on the second day of the January next following
the date on which the Termination of Service occurs; provided,
however, that the Committee may, in its sole discretion,
authorize an earlier Distribution. For purposes of the plan
established by Section 6A, the Account Balance of a Participant
who has experienced a Termination of Service not occasioned by
Retirement, Disability or death, shall be distributed in monthly
installments over a period of 10 years or 15 years (as elected by
the Participant) commencing on the second day of the January next
following the date on which the Termination of Service occurs
unless the Committee elects, in its discretion, to make an
earlier distribution.
5.4 In-service Distributions Upon Financial Hardship. If
a Participant believes he has experienced a Financial Hardship,
then, in addition to requesting a suspension of his Deferral
Election pursuant to Section 3.6, the Participant may also
request a distribution of part or all of the Participant's
Account Balance on account of Financial Hardship. The Committee
may, in its sole discretion, grant the request provided, however,
that in no circumstances shall the amount of the distribution
from the Participant's Account Balance exceed the amount that the
Committee, in its sole discretion, determines is necessary to
satisfy the Financial Hardship. If the Committee approves the
distribution, the distribution shall be made as soon as
practicable in the discretion of the Committee.
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5.5 In-service Withdrawals. A Participant shall be
entitled to withdraw all of his Account Balance without regard to
Financial Hardship, provided, however, that if a Participant
elects an in-service withdrawal pursuant to this Section 5.5,
then immediately prior to such withdrawal: (i) the Participant's
Account Balance will automatically be reduced by the lesser of
(X) any portion of the Account Balance attributable to interest
credited on Deferral Amounts or (Y) ten percent (10%) of the
Participant's Account Balance, calculated in either case as of
the date of withdrawal; and (ii) the Participant's Deferral
Election for the current Plan Year shall be suspended and the
Participant shall not be eligible to make any additional Deferral
Elections for any future Plan Years. The distribution shall be
made within ninety (90)days after the Participant provides the
Committee with written notice of his intent to withdraw his
Account Balance and executes a written acknowledgment of the
reduction in his Account Balance and his ineligibility to
participate in the Plan as set forth above.
Section 6
Additional Deferred Compensation
6.1 Additional Deferred Compensation. The Corporation shall
pay Additional Deferred Compensation to each Participant in an
amount equal to 25% of the Participant's Deferral Amount for such
Plan Year, provided, however, that the Additional Deferred
Compensation payable to a Participant for any Plan Year shall not
exceed an amount equal to 1.25% of the Participant's Base Salary
and Bonus (or such lower percentage as the Corporation shall
determine) reduced by any matching contribution that the
Corporation made to the Participant's account under the Thrift
Plan. Any Additional Deferred Compensation shall be credited to
the Account Balance of the Participant and shall be treated as a
Deferral Amount with respect to the Plan Year to which it
relates, and, as such, shall be governed by the Deferral Election
in effect for that Plan Year. The Additional Deferred
Compensation shall be calculated within ninety (90) days after
the close of the Plan Year and shall be credited to the
Participant's Account Balance as of January 1 of the succeeding
Plan Year to each such Participant employed on said date.
Interest shall be credited on said amount thereafter in
accordance with Section 3.4.
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6.2 Other Benefits. This Plan shall supplement and shall
not supersede, modify or amend any other plan or program
maintained by the Corporation except as may otherwise be
expressly provided.
Section 6A
Supplemental Deferred Compensation
6A. 1 Supplemental Deferred Compensation. The Corporation
shall pay Supplemental Deferred Compensation to each Participant
who is not also a participant in the SERP. The amount of the
Supplemental Deferred Compensation shall be ten percent (10%) of
the amount by which the Participant's "W-2 Earnings" (as defined
in the Pension Plan) for the most recently concluded fiscal year
of the Pension Plan exceed the "Compensation Limit" set forth in
section 401(a)(17) of the Code, as adjusted from time to time as
provided for in said section 401(a)(17). The Supplemental
Deferred Compensation shall be calculated within ninety (90) days
after the close of the Plan Year and shall be credited to the
Participant's Account Balance as of January 1 of the succeeding
Plan Year to each such Participant employed on said date.
Interest shall be credited on said amount thereafter in
accordance with Section 3.4.
6A.2 Separate Treatment. This Section 6A establishes a
separate and distinct plan for the payment of deferred
compensation, which Plan shall be governed by and administered in
accordance with the provisions of this Section and Sections 1,
2.1, 3.4, 3.5, 4.1, 4.2, 4.3, 5.2, 5.3, 7, 8, 9 and 10 hereof. By
way of example, and not by way of limitation: Supplemental
Deferred Compensation and the interest credited on such
Compensation shall be credited to a separate account; a
Participant shall be entitled to make a separate election as to
the distribution of his Account Balance attributable to
Supplemental Deferred Compensation; a Participant in this
Supplemental Plan will not be entitled to receive a distribution
of his Account Balance attributable to this Plan until the time
provided for in Section 4.1, 5.2 or 5.3; and a Participant who is
otherwise eligible to receive Supplemental Deferred Compensation
hereunder shall be entitled to continue to receive such
compensation even though the Participant is ineligible to make
any additional Deferral Elections because he has elected to take
an in-service withdrawal pursuant to Section 5.5.
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6A.3 Transfer of Benefits. If an employee would be eligible
to participate in the Supplemental Plan established pursuant to
this Article 6A but for the fact that he participates in the
SERP, then he may elect to terminate his participation in the
SERP and thenceforth participate in this Plan. If he so elects,
his initial Account Balance for purposes of this Supplemental
Plan shall be credited with the present value of his accrued SERP
benefits as determined in accordance with the provisions of the
SERP.
6A.4 Cash-out Option. Notwithstanding any election by a
Participant to receive distributions in monthly installments, in
the discretion of the Committee, the remaining Account Balance of
a Participant who has commenced receiving distributions in
monthly installments shall be distributed in a single lump sum if
the monthly payment is less than $100 or the remaining Account
Balance is less than $10,000. This cash-out option shall be
applicable only to the Supplemental Plan established pursuant to
this Section 6A.
Section 7
Beneficiary Designation
7.1 Beneficiary. Each Participant shall have the right, at
any time, to designate a Beneficiary (both primary as well as
contingent) to receive any distributions of the Account Balance
upon the death of the Participant.
7.2 Beneficiary Designation. A Participant shall
designate his Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee.
A Participant shall have the right to change his Beneficiary
Designation by completing, signing and otherwise complying with
the terms of the Beneficiary Designation Form and the Committee's
rules and procedures. Upon the acceptance by the Committee of a
new Beneficiary Designation Form, all prior Beneficiary
designations shall be canceled. No designation or change in
designation of a Beneficiary shall be effective until received
and accepted by the Committee. The Committee shall be entitled to
rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his death
except to the extent superseded by any applicable law or court
order.
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7.3 Failure to Designate Beneficiary. If a Participant
fails to designate a Beneficiary as provided above or, if all
designated Beneficiaries predecease the Participant or die prior
to complete distribution of the Participant's Account Balance,
then the Participant's designated Beneficiary shall be deemed to
be his surviving spouse. If the Participant has no surviving
spouse, the Participant's Account Balance shall be distributed to
the executor or personal representative of the Participant's
estate.
7.4 Doubt as to Beneficiary. If the Committee has any doubt
as to the proper Beneficiary to receive payments pursuant to this
Plan, the Committee shall have the right, exercisable in its sole
discretion, to cause the Corporation to withhold such payments
until this matter is resolved to the Committee's satisfaction.
Section 8
Termination or Amendment
8.1 Termination. The Board reserves the right, at any time,
to terminate the Plan as to any future deferrals or to terminate
the Plan in its entirety. If the Plan is terminated then all
Account Balances shall be distributed in a cash lump sum within
60 days of the effective date of such termination unless the
Corporation has established the trust referred to in Section 10.1
and such trust is funded by letter of credit or otherwise in an
amount not less than the aggregate Account Balances of all
Participants on the date of termination.
8.2 Amendment. The Board may amend the Plan at any time,
in whole or in part; provided, however, that no amendment shall
be effective to (i) reduce a Participant's Account Balance in
existence on the effective date of the amendment or the
Corporation's obligation to fund or distribute such Account
Balance in the event of a termination of the Plan, (ii) reduce
the Crediting Rate on any Account Balance existing on the
effective date of the amendment, or (iii) allow the Participant
to accelerate the receipt of any portion of the Participant's
Account Balance existing on the effective date of the amendment
beyond the authority currently granted. The Board may delegate
the authority to amend the Plan to a committee of the Board or to
the Committee.
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Section 9
Administration
9.1 Committee Duties. This Plan shall be administered by
the Committee, which shall have the discretion and authority to
make, amend, interpret, and enforce all appropriate
rules and regulations for the administration of this Plan and
decide or resolve any and all questions including interpretations
of this Plan, as may arise in connection with the Plan. Members
of the Committee may be Participants under this Plan, provided,
however, that no Committee member shall participate in any
decision in which he has an interest other than an interest as a
participant in the Plan generally. The decision or action of the
Committee with respect to any question arising out of or in
connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated
hereunder shall be final, conclusive and binding upon all persons
having any interest in the Plan.
9.2 Agents. The Committee may, from time to time, (i)
employ agents and delegate to them such administrative duties as
it sees fit and (ii) consult with counsel who may be counsel to
the Corporation.
9.3 Indemnity of Committee. The Corporation shall indemnify
and hold harmless the members of the Committee, or any of its
agents, against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct.
9.4 Information Requirement. The Corporation shall supply
full and timely information to the Committee on all matters
relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination
of Service of any Participant, and such other pertinent
information as the Committee may reasonably require in order to
enable the Committee to perform its functions.
9.5 Claims Procedures. The Committee shall establish a
claims procedure under the Plan. Any determination or action of
the Committee with respect to the administration of the Plan
shall be final, conclusive and binding on all persons interested
herein.
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Section 10
Miscellaneous
10.1 Unsecured General Creditor. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal
or equitable rights, interest or claims in any property or assets
of the Corporation. Any and all of the Corporation's assets shall
be, and remain, the general, unpledged, unrestricted assets of
the Corporation. The Corporation's obligation under the Plan
shall be merely that of an unfunded and unsecured promise to pay
money in the future. The Corporation intends to establish a trust
for the purposes of providing Participants with assurance that
the Corporation's obligations under this Plan will be honored.
Under the terms of the trust, however, any assets placed in trust
shall continue to be available to the creditors of the
Corporation in the event of the Corporation's insolvency, and,
accordingly, the rights of Participants, and their Beneficiaries,
heirs, successors and assigns, shall remain those of an unsecured
general creditor notwithstanding the establishment of such a
trust.
10.2 Corporation's Liability. The Corporation shall have
no obligation to a Participant or his Beneficiary under the Plan
except as expressly provided in the Plan and the Participant's
Plan Agreement.
10.3 Nonassignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt, the amounts,
if any, payable hereunder, or any part thereof, which are, and
all rights to which are expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to
actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
10.4 Not a Contract of Employment. The terms and
conditions of this Plan shall not be deemed to constitute a
contract of employment between the Corporation and the
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Participant. Such employment is hereby acknowledged to be an "at
will" employment relationship that can be terminated at any time
unless expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of the Corporation, or to
interfere with the right of the Corporation to discipline or
discharge the Participant at any time.
10.5 Furnishing Information. As a condition to
participation, each Participant agrees to cooperate with the
Committee by furnishing any and all information requested by the
Committee and take such other actions as may be requested in
order to facilitate the administration of the Plan, including but
not limited to taking such physical examinations as the Committee
may deem necessary.
10.6 Terms. Whenever any words are used herein in the
singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in
all cases where they would so apply. Any reference to the
masculine gender shall be deemed to include the feminine gender
as well.
10.7 Captions. The captions in the articles, sections and
paragraphs of this Plan are for convenience only and shall not
control or affect the meaning or construction of any of its
provisions.
10.8 Governing Law. The provisions of this Plan shall be
construed and interpreted according to the laws of the State of
Connecticut.
10.9 Notice. Any notice or filing required or permitted to
be given to a Participant under this plan shall be sufficient if
in writing and hand delivered or sent by mail to the last known
address of the Participant. Any notice or filing required or
permitted to be given to the Committee under this Plan shall be
sufficient if in writing and hand delivered, or sent by
registered or certified mail, to:
Kaman Corporation
P.O. Box 1
Bloomfield, CT 06002
Attention: Deferred Compensation Plan Committee
Page 17
Such notice shall be deemed given as of the date of hand delivery
or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.
10.10 Successors. The provisions of this Plan shall bind
and inure to the benefit of the Corporation and its successors
and assigns and the Participant, the Participant's Beneficiaries,
and their permitted successors and assigns.
10.11 Validity. In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts hereof, but this Plan shall
be construed and enforced as if such illegal or invalid provision
had never been inserted herein.
10.12 Incompetency. If a distribution under this Plan is
payable (i) to a minor, or (ii) to a person the Committee
determines in its discretion to be incompetent or incapable of
handling the disposition of that person's property, the Committee
may direct payment of such benefit to the guardian, legal
representative or person having the care and custody of such
minor, incompetent or incapable person.
10.13 Distribution in the Event of Taxation. If, for any
reason, all or any portion of a Participant's benefit under this
Plan becomes taxable to the Participant prior to receipt, a
Participant may request that the Committee distribute a portion
of the Participant's Account Balance sufficient to meet the
Participant's tax liability (including additions to tax,
penalties and interest).
10.14 Effect of Payment. The full payment of a
Participant's Account Balance to the person the Committee
determines is the proper person to receive the distribution shall
completely discharge all obligations to the Participant under
this Plan and the Participant's Plan Agreement shall terminate.
IN WITNESS WHEREOF, the Corporation has signed this Amended
and Restated Plan document on this 9th day of December, 1994.
KAMAN CORPORATION
By Harvey S. Levenson
Its President
Page 18
FIRST AMENDMENT
TO
KAMAN CORPORATION AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
THIS AMENDMENT made by Kaman Corporation for the
purpose of amending its Amended and Restated Deferred
Compensation Plan,
WITNESSETH:
WHEREAS, by Written Plan Instrument dated December 9, 1994,
Kaman Corporation (hereinafter referred to as the "Corporation")
adopted an Amended and Restated Deferred Compensation Plan; and
WHEREAS, the Corporation reserved the right, in Section 8.2
thereof, to amend the Plan; and
WHEREAS, the Corporation now wishes to amend the Plan in the
particulars set forth below;
NOW, THEREFORE, the Corporation hereby amends the Plan as
follows:
1. The last sentence in Subsection 2.2 is hereby deleted
and replaced with the following sentence:
"The Committee may in its sole discretion waive the
requirement that the eligible employee make the maximum
contribution that he is allowed to make under section
402(g) of the Code and the terms of the Thrift Plan,
provided, however, that in granting such a waiver, the
Comminee shall not require, as a condition to
participation in the Plan, that the eligible employee
make or not make elective contributions to the Thrift
Plan or make a particular level of elective
contributions to the Thrift Plan (other than the
maximum elective contribution that he is allowed to
make under section 402(g) of the Code and the terms of
the Thrift Plan)."
Page 19
2. The first sentence of subsection 6.1 is hereby deleted
and replaced with the following sentence:
"6.1 Additional Deferred Compensation. The Corporation
shall pay Additional Deferred Compensation to each
Participant in an amount equal to 25% of the Participant's
Deferral Amount for such Plan Year, provided, however, that
the Additional Deferred Compensation payable to a
Participant for any Plan Year shall not exceed an amount
equal to 1.25% of the Participant's Base Salary and Bonus
(or such lower percentage as the Corporation shall
determine) reduced by an amount equal to the maximum
matching contribution allowed for the Participant's benefit
under the Thrift Plan determined on the assumption that the
Participant makes or has made the maximum elective
contribution that he is allowed to make under Section 402(g)
of the Code and the terms of the Thrift Plan."
3. Except as hereinabove modified and amended, the
Amended and Restated Deferred Compensation Plan shall remain in
full force and effect.
4. This First Amendment is effective January 1, 1997.
IN WITNESS WHEREOF, Kaman Corporation has caused this First
amendment to be executed on this 13th day of August, 1997
WITNESS KAMAN CORPORATION
Candace A. Clark By: Robert M. Garneau
Page 20
SECOND AMENDMENT
TO
KAMAN CORPORATION DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1994)
THIS AMENDMENT made this 9th day of September, 1997, by
Kaman Corporation, hereinafter referred to as the "Company", for
the purpose of amending certain provisions of the Deferred
Compensation Plan,
WITNESSETH:
WHEREAS, the Company amended and restated the Kaman
Corporation Deferred Compensation Plan (hereinafter referred to
as the "Plan") by written Plan instrument adopted generally
effective as of January 1, 1994, and further amended the same by
a First Amendment thereto effective January 1, 1997; and
WHEREAS, the Company reserved the right to amend the Plan in
Section 8 thereof; and
WHEREAS, the Company desires to amend the Plan in the
following particulars;
NOW , THEREFORE, the Company hereby amends the Plan as
follows;
1. The definition of "Base Salary" in Section 1.3 is hereby
amended to add the following:
"Base Salary may also include other forms of compensation to
which a Participant may become entitled to receive from the
Company or an affiliated company thereof including, but not
limited to, separation compensation. The determination as to
the types of compensation which may be eligible for deferral
under the Plan shall be made prior to the time such
compensation is due and owing to the Participant. The type
of compensation and the extent to which a Participant may
defer such amounts shall be made by the Committee in its
sole discretion."
2. Section 5.3 shall be redesignated as Section 5.3A and
the first sentence of said section shall be amended by adding at
the beginning thereof the following:
"Except as otherwise provided in paragraph 5.3B below,".
Page 21
3. Section 5.3 shall be further amended by adding a new
paragraph 5.3B to read as follows:
"5.3B. Distributions Related to a Sale, Merger, et.
a1. In the case of a Participant who has experienced
a Termination of Service as a result of a sale, merger
or other disposition by the Company of an affiliated
company or in the event of a disposition by the
Company of substantially all the assets of a line of
business, the Participant's Account Balance shall be
distributed as if he Retired at the time of his
Termination of Service; provided, however, that
notwithstanding anything to the contrary in Section
4.2, prior to the final closing of the sale, merger,
or other disposition of the affiliated company or line
of business, an affected Participant shall have the
right to change his election under Section 4.2 to any
form of distribution then allowable under the Plan.
Any such change of elections to the form of
distribution shall apply to the Participant's entire
Account Balance."
3. The above amendments shall be effective on
September 9, 1997.
4. As hereinabove modified and amended, the Plan shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by one of its duly authorized officers.
WITNESS KAMAN CORPORATION
Candace A. Clark By: Robert M. Garneau
Its Executive Vice President
Page 22
THIRD AMENDMENT
TO
KAMAN CORPORATION DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1994)
THIS AMENDMENT made this 15th day of February, 2000, by
Kaman Corporation, hereinafter referred to as the ("Company", for
the purpose of amending certain provisions of the Deferred
Compensation Plan,
WITNESSETH:
WHEREAS, the Company amended and restated the Kaman
Corporation Deferred Compensation Plan (hereinafter referred to
as the "Plan") by written Plan instrument adopted generally
effective as of January 1, 1994, and further amended the same by
a First Amendment thereto effective January 1, 1997 and a Second
Amendment thereto effective September 9, 1997; and
WHEREAS, the Company reserved the right to amend the Plan in
Section 8 thereof; and
WHEREAS, the Company desires to amend the Plan in the
following particulars;
NOW, THEREFORE, the Company hereby amends the Plan as
follows:
1. The first sentence of Section 6.1, as set forth in the
First Amendment, is further amended by the deletion of "1.25%"
where the same shall appear therein and the substitution of
"2.5%" in lieu thereof.
2. The above amendment shall be effective as of January 1,
2000.
3. As hereinabove modified and amended, the Plan as
amended shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by one of its duly authorized officers.
WITNESS KAMAN CORPORATION
Candace A. Clark By: Robert M. Garneau
Secretary Its Executive Vice President
and CFO
Page 23
FOURTH AMENDMENT
TO
KAMAN CORPORATION DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1994)
THIS AMENDMENT made this 14th day of November, 2000, by
Kaman Corporation, hereinafter referred to as the "Corporation",
for the purpose of amending certain provisions of the Deferred
Compensation Plan,
WITNESSETH:
WHEREAS, the Corporation amended and restated the Kaman
Corporation Deferred Compensation Plan (hereinafter referred to
as the "Plan") by written Plan instrument adopted generally
effective as of January 1, 1994, and further amended the same by
a First Amendment thereto effective January 1, 1997, a Second
Amendment thereto effective September 9, 1997, and a Third
Amendment thereto effective January 1, 2000; and
WHEREAS, the Corporation reserved the right to amend the
Plan in Section 8 thereof; and
WHEREAS, the Corporation desires to amend the Plan in the
following particulars;
NOW, THEREFORE, the Corporation hereby amends the Plan as
follows:
Page 24
1. Section 4.2 is amended to read as follows, effective
November 14, 2000:
"4.2 Election of Method of Payment. Each Participant,
in connection with his commencement of participation in the
Plan, must elect the manner in which he wishes to have his
Account Balance distributed upon Retirement. As part of this
election, the Participant shall indicate whether he wishes
the lump sum payment to be made or the installment payments
to commence (i) on the first day of the third month
following the date the Participant Retires, or (ii) on the
later of (A) the first day of the third month following the
date the Participant Retires or (B) on the second day of the
January next following the date the Participant Retires. The
election shall be made on the form prescribed by the
Committee. A Participant must make a separate election with
respect to the payment of supplemental deferred compensation
pursuant to Section 6A. A Participant may change his
election to an allowable alternative method of payment any
time or any number of times by submitting a new election to
the Committee. Any such change made prior to November 14,
2000 shall be applicable only with respect to subsequent
Deferral Elections. Any change made on or after November 14,
2000 may apply to all previous deferrals as well; provided,
however, that if the event which triggers the distribution
occurs within one year of any such change made on or after
November 14, 2000, that change shall be totally null and
void. Effective November 14, 2000, an election made for
purposes of the plan established by Section 6A (including
elections made prior to November 14, 2000) shall not be
irrevocable once made; and any change made on or after
November 14, 2000 shall be subject to the same rules as are
prescribed in the previous sentence."
2. Section 8.2 is amended to read as follows, effective
November 14, 2000:
Page 25
"8.2 Amendment. The Board may amend the Plan at any
time, in whole or in part; provided, however, that no
amendment shall be effective to (i) reduce a
Participant's Account Balance in existence on the
effective date of the amendment or the Corporation's
obligation to fund or distribute such Account Balance
in the event of a termination of the Plan, or (ii)
reduce the Crediting Rate on any Account Balance
existing on the effective date of the Amendment. In the
event of a Change in Control, the additional
restrictions an amendment set forth in Section 11.2
shall also apply. The Board may delegate the authority
to amend the Plan to a committee of the Board or to the
Committee."
3. The following new Section 11 is added to the Plan,
effective November 14, 2000:
"Section 11
Change in Control
11.1 Contributions to Rabbi Trust. (a) In the event of
a Change in Control, as defined herein, the Corporation
shall have the obligation to make contributions to the Kaman
Corporation Deferred Compensation Plan Trust Agreement, and
shall make contributions to the Trust in cash, in an amount
sufficient to cause the Trust Fund to equal at least the
amount of all benefits accrued under the Plan for
Participants and beneficiaries thereof as of the Change in
Control. Such contribution shall be made on or before the
occurrence of such Change in Control.
(b) Thereafter, on at least an annual basis (the
"valuation date"), the Corporation shall have the obligation
to make additional contributions to the Kaman Corporation
Deferred Compensation Plan Trust Agreement, and shall make
such additional contributions to the Trust in cash, in an
amount sufficient to cause the Trust Fund to equal at least
the amount of all benefits accrued under the Plan for
Participants and beneficiaries thereof as of such valuation
date. Any such contribution shall be made within ten (10)
days of such valuation date. The first valuation date must
be at or within twelve (12) months of the date the Change in
Control occurred.
Page 26
(c) If the Corporation fails to satisfy any of the
requirements of paragraphs (a) or (b) of this Section 11.1,
the Plan will automatically terminate and notwithstanding
anything to the contrary contained in Section 8.1 or
elsewhere in the Plan, all accrued benefits under the Plan
will be paid out immediately in lump sum payments to
Participants and beneficiaries of deceased Participants.
11.2 Restrictions on Amendment. In the event of a
Change in Control, as defined herein, then in addition to
any other protections provided in Section 8.2, the Plan may
not be amended in any way that would have an adverse effect
upon the calculation or payment of the benefits hereunder of
any current Participant or any Participant receiving
distributions which have accrued as of the date of such
amendment.
11.3 Change in Control Defined. As used herein, the
term "Change in Control" means the first to occur of any of
the following events:
(a) Any "person" (as that term is used in Section 13
and 14(d)(2) of the Securities Exchange Act of 1934
("Exchange Act")) is or becomes the beneficial owner (as
that term is used in Section 13(d) of the Exchange Act),
directly or indirectly, of 50% or more of Kaman
Corporation's capital stock entitled to vote in the election
of directors (a "Change in Ownership"); provided, however,
that a Change in Ownership shall not result in a Change in
Control unless within the two year period following the
particular Change in Ownership there is also a change in the
members of the Board of Directors of Kaman Corporation such
that those persons serving as directors of Kaman Corporation
immediately prior to the Change in Ownership cease to
represent at least one-half of the members of the Board of
Directors of Kaman Corporation.
(b) Any consolidation or merger of Kaman Corporation,
other than a merger of Kaman Corporation in which the
holders of the common stock of Kaman Corporation immediately
prior to the merger hold more than 50% of the common stock
of the surviving corporation immediately after the merger.
Page 27
(c) The shareholders of Kaman Corporation approve any
plan or proposal for the liquidation or dissolution of Kaman
Corporation; or
(d) Substantially all of the assets of Kaman
Corporation are sold or otherwise transferred to parties
that are not within a "controlled group of corporations" (as
defined in Section 1563 of the Internal Revenue Code of
1986, as amended) in which Kaman Corporation is a member.
(e) It is the intent of the Corporation that this
definition be identical to the definition of Change in
Control set forth in the Kaman Corporation Deferred
Compensation Plan Trust Agreement.
4. As hereinabove modified and amended, the Plan as
amended shall remain in full force and effect.
5. This Amendment is effective as of November 14, 2000.
IN WITNESS WHEREOF, the Corporation has caused this
Amendment to be executed by one of its duly authorized officers.
WITNESS KAMAN CORPORATION
Candace A. Clark By: Paul R. Kuhn
Page 28