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EXHIBIT 10g(xii)
Second Addendum to Change In Control Agreement
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This Second Addendum is made as of November 11, 2003 by and
between KAMAN CORPORATION, a Connecticut corporation (the
"Company"), and Robert M. Garneau (the "Executive").
WHEREAS, the Company and the Executive entered into a Change
in Control Agreement (the "Agreement") dated as of September 21,
1999; and
WHEREAS, the Company and the Executive entered into an
Addendum to Change in Control Agreement dated as of September 11,
2001; and
WHEREAS, the Company and the Executive desire to further
amend the Agreement as previously amended as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the
mutual understandings herein contained, the Company and the
Executive hereby further agree as follows:
1. Section 5.1(c) of the Agreement is hereby amended in its
entirety to read as follows:
"(c) Notwithstanding any provision to the contrary in
any plan or agreement maintained by or through the Company
pursuant to which the Executive has been granted restricted stock,
stock options, stock appreciation rights or long-term performance
awards, effective on the Date of Termination, (i) all restrictions
with respect to any restricted stock shall lapse, (ii) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Company stock
subject to the stock appreciation right or stock option on the
date of the Change in Control, over the exercise price(s) of such
stock appreciation rights or stock options, and (iii) all long-
term performance awards shall be deemed fully vested and fully
earned and then shall be canceled in exchange for a cash payment
equal to 100% of the target value of each such award."
2. Section 15(g) of the Agreement is hereby amended in its
entirety to read as follows:
"(g) Any of the following events shall constitute the
occurrence of a "Change in Control" for purposes of this
Agreement:
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(I) any Person (as defined below) is or becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 35% or more of the then outstanding securities
of the Company generally entitled to vote in the election of
directors of the Company, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction
described in clause (i) of paragraph (III) below; or
(II) the following individuals cease for any reason
to constitute a majority of the number of directors then
serving: individuals who, on November 1, 2003, constituted
the Board and any new director (other than a director whose
initial assumption of office is a result of an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors
of the Company and whose appointment or election was not
approved by at least two-thirds (2/3) of the directors of the
Company in office immediately prior to any such contest)
whose appointment or election by the Board or nomination for
election by the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the
directors then in office; or
(III) there is consummated a Merger of the Company
with any other business entity, other than (i) a Merger which
would result in the securities of the Company generally
entitled to vote in the election of directors of the Company
outstanding immediately prior to such Merger continuing to
represent (either by remaining outstanding or by being
converted into such securities of the surviving entity or any
parent thereof), in combination with the ownership of any
trustee or other fiduciary holding such securities under an
employee benefit plan of the Company or any Subsidiary of the
Company, at least 65% of the securities of the Company or
such surviving entity or any parent thereof outstanding
immediately after such Merger, generally entitled to vote in
the election of directors of the Company or such surviving
entity or any parent thereof and, in the case of such
surviving entity or any parent thereof, of a class registered
under Section 12 of the Exchange Act, or (ii) a Merger
effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of
the Company representing 35% or more of the then outstanding
securities of the Company generally entitled to vote in the
election of directors of the Company; or
(IV) (i) the stockholders of the Company approve
a plan of complete liquidation or dissolution of the Company
or there is consummated the sale or disposition by the
Company of all or substantially all of the Company's assets,
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other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity where
the outstanding securities generally entitled to vote in the
election of directors of the Company immediately prior to the
sale continue to represent (either by remaining outstanding
or by being converted into such securities of the surviving
entity or any parent thereof) 65% or more of the outstanding
securities of such entity generally entitled to vote in the
election of directors immediately after such sale and of a
class registered under Section 12 of the Exchange Act, or
(ii) a disposition or divestiture by the Company or any
Subsidiary of the Company to any Person of either Kaman
Aerospace Corporation or Kaman Industrial Technologies
Corporation, including, without intending to limit the
foregoing, any such disposition or divestiture effected by
(a) a sale of all or substantially all of the securities or
all or substantially all of the assets of either Kaman
Aerospace Corporation or Kaman Industrial Technologies
Corporation, (b) the Merger of either Kaman Aerospace
Corporation or Kaman Industrial Technologies Corporation with
or into any Person, other than a Merger which would result in
the voting securities of the Subsidiary party to such Merger
outstanding immediately prior to such Merger continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or
any parent thereof) at least 65% of the securities of such
Subsidiary or such surviving entity or any parent thereof
outstanding immediately after such Merger and generally
entitled to vote in the election of directors of the
Subsidiary or such surviving entity or parent thereof, or (c)
a spin off, dividend or other distribution of all or
substantially all of the securities or all or substantially
all of the assets (or of the stock of a business entity
owning such securities or assets) of either Kaman Aerospace
Corporation or Kaman Industrial Technologies Corporation to
the Company's stockholders.
Within five (5) days after a Change in Control has
occurred, the Company shall deliver to the Executive a
written statement memorializing the date that the Change in
Control occurred."
3. Section 15(h) of the Agreement is amended in its entirety
to read as follows:
"(h) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, and any successor Code,
and related rules, regulations and interpretations."
4. Paragraph 15(o) is amended by amending the introductory
clause thereof as follows:
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"(o) "Good Reason" for termination by the Executive of
the Executive's employment shall mean the occurrence (without
the Executive's express written consent) after any Change in
Control (if more than one Change in Control has occurred, any
reference to a Change in Control in this subsection (o) shall
refer to the most recent Change in Control), of any one of
the following acts by the Company, or failures by the Company
to act, unless, in the case of any act or failure to act
described in paragraph (I), (V), (VI), or (VII) below, such
act or failure to act is corrected prior to the Date of
Termination specified in the Notice of Termination given in
respect thereof:"
5. A new definition of the term "Merger" is hereby added to
the Agreement as new Section 15(x). Such new Section 15(x) shall
read in its entirety as follows:
"(x) "Merger" means a merger, share exchange,
consolidation or similar business combination under
applicable law."
6. The definition of the term "Person" appearing in the
Agreement as Section 15(r) is hereby amended in its entirety to
read as follows:
"(r) "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its direct or indirect
Subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company,
(iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, (iv) a corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions and with substantially the
same voting rights as their ownership and voting rights with
respect to the Company, (v) the voting trust established
pursuant to a Voting Trust Agreement dated August 14, 2000
between John C. Yavis, Jr., as General Partner of Newgate
Associates Limited Partnership and the trustees named therein
(the "Newgate Voting Trust"), provided that the following
individuals continue to constitute a majority of the voting
trustees of that voting trust: individuals serving as
trustees of the Newgate Voting Trust as of November 1, 2003
and individuals designated by the Board in accordance with
the terms of that voting trust, provided no Change in Control
pursuant to Section 15(g)(II) of this Agreement has occurred,
(vi) the individuals referred to in the immediately preceding
subsection (v) solely with respect to their status as
Beneficial Owners of securities of the Company subject to the
Newgate Voting Trust, (vii) Charles H. Kaman, any individual
to whom he has directly granted a general power of attorney,
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or any entity created or controlled by him, provided that he
and/or any attorneys-in-fact appointed directly by him
possess and exercise, in person or by proxy solicited by the
Board, the right to vote all securities of the Company
generally entitled to vote in the election of directors of
the Company, of which he, any such holder of his general
power of attorney, or any such entity is the Beneficial
Owner, and (viii) the holder of a general power of attorney
and the attorneys-in-fact referred to in the immediately
preceding subsection (vii) solely with respect to their
status as Beneficial Owners of securities of the Company
because of their appointment as such."
7. Section 15(t) is amended in its entirety to read as
follows:
"(t) "Subsidiary" shall mean any corporation within the
meaning of Section 424(f) of the Code."
8. Except as expressly modified herein, all provisions of
the Agreement, as previously amended, shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.
KAMAN CORPORATION
- --------------------------- By: /s/ Paul R. Kuhn
Robert M. Garneau ---------------------------
Name: Paul R. Kuhn
Title: President & CEO
Address:
47 Bittersweet Lane
South Glastonbury, CT 06073-2401
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