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EXHIBIT 10g(xv)
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 Music Corporation, a Connecticut corporation (the
"Company"), and Robert H. Saunders, Jr. (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:
(I) any Person (as defined below) is or becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Exchange
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Act), directly or indirectly, of securities of (i) the
Parent Company representing 35% or more of the then
outstanding securities of the Parent Company
generally entitled to vote in the election of directors of
the Parent Company, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described
in clause (i) of paragraph (II) below, or (ii) any Person
is or becomes the Beneficial Owner, directly or indirectly,
of securities of (i) 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) there is consummated a Merger of the Parent
Company with any other business entity, other than (i) a
Merger which would result in the securities of the Parent
Company generally entitled to vote in the election of
directors of the Parent 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 Parent
Company or any Subsidiary of the Parent Company, at least 65%
of the securities of the Parent Company 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 Parent 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 Parent Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Parent
Company representing 35% or more of the then outstanding
securities of the Parent Company generally entitled to vote
in the election of directors of the Parent Company; 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
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immediately after such Merger and generally entitled to vote
in the election of directors of the Company or such surviving
entity or any parent thereof, 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, (iii) any Merger with another
direct or indirect Subsidiary of the Parent Company, or (iv)
any Merger of the Company with a Subsidiary of the Company;
(IV) the stockholders of the Parent Company approve
a plan of complete liquidation or dissolution of the Parent
Company or there is consummated the sale or disposition by
the Parent Company of all or substantially all of the Parent
Company's assets, other than a sale or disposition by the
Parent Company of all or substantially all of the Parent
Company's assets to an entity where the outstanding
securities generally entitled to vote in the election of
directors of the Parent 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;
(V) the following individuals cease for any reason
to constitute a majority of the number of directors of the
board of directors of the Parent Company then serving:
individuals who, on November 1, 2003, constituted the board
of directors of the Parent Company 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 Parent Company and whose
appointment or election was not approved by at least
two-thirds (2/3) of the directors of the Parent Company in
office immediately prior to any such contest) whose
appointment or election by the board of directors of the
Parent Company or nomination for election by the Parent
Company's stockholders was approved or recommended by a vote
of at least two-thirds (2/3) of the directors then in office;
(VI) there is consummated the sale or disposition
by the Company of all or substantially all of the Company's
assets, other than a sale or disposition by the Company of
all or substantially all of the Company's assets to an
entity, of which at least 65% of the outstanding securities
generally entitled to vote in the election of directors are
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owned by the Parent Company or a direct or indirect
Subsidiary of the Parent Company.
Notwithstanding the foregoing, a Change in Control shall
not be deemed to occur in the event of a distribution or
spin-off of shares of the capital stock of the Company to the
shareholders of the Parent Company and this Agreement shall
terminate on the date that such distribution or spin-off is
effectuated.
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:
"(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(z). Such new Section 15(z) shall
read in its entirety as follows:
"(z) 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(s) is hereby amended in its entirety to
read as follows:
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"(s) "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,
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(u) is amended in its entirety to read as
follows:
"(u) "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.
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IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.
Kaman Music Corporation
- --------------------------- By
Robert H. Saunders, Jr. Name: Robert M. Garneau
Title: Vice President
Address:
837 Neipsic Road
Glastonbury, CT 06033
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