AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Agreement is made as of September 11, 2001 (the "Effective
Date") by and between Joseph H. Lubenstein ("I" , "me", or "my")
and Kaman Aerospace Corporation ("Kaman" or "the Company").
WITNESSETH:
WHEREAS, the Company and I entered an employment agreement dated
July 9, 2001, which agreement expires on this date; and
WHEREAS, the parties desire to continue the employment relationship
on the terms and conditions contained in this Agreement;
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.
(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
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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.
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.
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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.
IV. (a) Notwithstanding any other provision of this Agreement,
(I) if Kaman terminates my employment before I attain normal
retirement age (as defined in the Kaman Corporation Employees'
Pension Plan), if there is then existing a written Company policy
requiring executives to retire at that age, or at any time, if
there is no such then existing policy, 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 (II) if I terminate
my employment for "good reason", and (III) the Change in Control
Agreement dated July 9, 2001, as amended, between Kaman and me is
not applicable, then 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) at my election, to be made in writing on or before the
Termination Date, either (a) 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
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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, or (b) all stock appreciation rights and stock options
shall become fully vested and following the Termination Date, I
shall have the right to exercise such stock appreciation right or
stock options for the periods provided by the Kaman Corporation
1993 Stock Incentive Plan, as amended, with respect to an employee
who has terminated employment; 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
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) It is understood that "good reason" will not be deemed to
exist if I am required to retire due to a then existing written
Company policy requiring executives to retire at normal retirement
age (as defined in the Kaman Corporation Employees' Pension Plan).
(d) 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.
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(e) 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.
(f) 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.
(g) 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 July 9, 2001, as amended,
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/ Joseph H. Lubenstein
Date 11/13/01 Signature of Employee
Joseph H. Lubenstein
Employee's Typed Name
Acknowledged and Agreed this 13th day of
November, 2001.
Kaman Aerospace Corporation
/s/ Robert M. Garneau
By Robert M. Garneau
Its Vice President
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