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Exhibit 10a
KAMAN CORPORATION
2003 STOCK INCENTIVE PLAN
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Effective November 1, 2003
(As Amended through February 17, 2004)
1. Purpose. This Plan is designed to (a) give directors,
officers and key employees of the Corporation and other persons an
expanded opportunity to acquire stock in the Corporation or
receive other long-term incentive remuneration in order that they
may better participate in the Corporation's growth and be
motivated to remain with the Corporation and promote its further
development and success and (b) better align total compensation of
executives of the Corporation with shareholder interests through
Long-Term Performance Awards subject to specific performance
criteria. The Plan includes the continuation of certain
predecessor plans.
2. Definitions. The following terms shall have the meanings
given below unless the context otherwise requires:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Award" or "Awards" except where referring to a particular
category of grant under the Plan shall include Incentive Stock
Options, Non-Statutory Stock Options, Stock Appreciation Rights,
Restricted Stock Awards and Long-Term Performance Awards.
(c) "Beneficial Owner" is defined in Section 15(h)(iii)(A).
(d) "Board" means the Board of Directors of the Corporation or a
Subsidiary as the context may require.
(e) "Cause" is defined in Section 15(i)(iii).
(f) "Change in Control" is defined in Section 15(h)(iii).
(g) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor Code, and related rules,
regulations and interpretations.
(h) "Committee" means the committee of the Board established
under Section 10 hereof.
(i) "Corporation" means Kaman Corporation.
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(j) "Covered Employee" means a Participant whom the Committee
designates, for each Performance Period, in order to meet the
Section 162(m) Exemption.
(k) "Disability" or "Disabled" means disability or disabled as
defined by Code Section 22(e)(3).
(l) "Effective Date" is defined in Section 4.
(m) "Eligible Person" means any person, including a person who
is not an employee of the Corporation or a Subsidiary, or entity
who satisfies all the eligibility requirements set forth in either
Section 3(a) or 3(b) hereof, excluding, however, any member of the
Committee and any alternate member of the Committee.
(n) "Fair Market Value" of the Stock on any given date shall be
the mean between the highest and lowest quoted selling prices of
the Stock in the NASDAQ National Market System on such date. If
there were no sales on the valuation date, "Fair Market Value"
shall be the closing price of the Stock in the NASDAQ National
Market System on the most recent trading day preceding the
valuation date on which sales of the Stock occurred.
(o) "Federal Income Tax Regulations" means the federal income
tax regulations that implement the Code, as they may be amended
from time to time and any corresponding successor regulations.
(p) "Good Reason" is defined in Section 15(i)(iv).
(q) "Incentive Stock Option" means a stock option qualifying
under the provisions of Section 422 of the Code.
(r) "Long-Term Performance Award" means an award under Section
9(a) below. A Long-Term Performance Award shall permit the
recipient to receive a bonus payable in cash, stock or a
combination of cash and stock (as determined by the Committee)
upon satisfaction of such performance factors as are set out in
the recipient's individual grant. Long-Term Performance Awards
will be based upon the achievement of Corporation, Subsidiary
and/or individual performance factors or upon such other criteria
as the Committee may deem appropriate.
(s) "Merger" means a merger, share exchange, consolidation or
similar business combination under applicable law.
(t) "Non-Employee Director" means an individual who is (i) an
"outside director," as described in Federal Income Tax Regulations
Section 1.162-27(e)(3), and (ii) an "independent director" under
the listing standards of the Nasdaq Stock Market, Inc. and also
meets the requirements of Rule 16b-3(b)(3)(i) promulgated under
the Act, and any successor to such rule.
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(u) "Non-Employee Director Participant" means an Eligible
Person, who at the time of grant of an Award is a director of the
Corporation but not an employee of the Corporation or a
Subsidiary.
(v) "Non-Statutory Option" means a stock option not qualifying
for incentive stock option treatment under the provisions of
Section 422 of the Code.
(w) "Optionee" means the holder of any option granted under the
Plan.
(x) "Participant" means the holder of any Award granted under
the Plan.
(y) "Performance Period" is defined in Section 9(a).
(z) "Person" is defined in Section 15(h)(iv).
(aa) "Plan" means the Kaman Corporation 2003 Stock Incentive
Plan.
(bb) "Predecessor Plan" means any of the Corporation's 1973
Stock Incentive Plan, 1983 Stock Incentive Plan and 1993 Stock
Incentive Plan.
(cc) "Principal Shareholder" means any individual owning stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of capital stock of the Corporation or
of any Subsidiary.
(dd) "Qualified Performance-Based Award" means (i) a Long-Term
Performance Award or Restricted Stock Award that is intended to
qualify for the Section 162(m) Exemption and is made subject to
objective performance goals based on Qualified Performance
Criteria as set forth in Section 15(c), or (ii) an Option or SAR
having an exercise price equal to or greater than the Fair Market
Value of the underlying Stock as of the date it is granted.
(ee) "Qualified Performance Criteria" means one or more of the
performance criteria listed in Section 15(c) upon which
performance goals for certain Qualified Performance-Based Awards
may be established by the Committee and which meet the
requirements for the Section 162(m) Exemption.
(ff) "Restricted Stock" means Stock received pursuant to a
Restricted Stock Award.
(gg) "Restricted Stock Award" is defined in Section 8(a).
(hh) "Retirement" is defined in Section 6(g)(iv).
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(ii) "Section 162(m) Exemption" means the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code
that is set forth in Section 162(m)(4)(C) of the Code.
(jj) "Stock" or "shares" means shares of Class A Common Stock of
the Corporation.
(kk) "Stock Appreciation Right" or "Right" means a right
described in Section 7.
(ll) "Subsidiary" means any corporation within the meaning of
Section 424(f) of the Code.
3. Eligibility.
(a) Incentive Stock Options. Incentive Stock Options may be
granted to any Eligible Persons who are full-time, salaried
employees of the Corporation or a Subsidiary and who in the sole
opinion of the Committee are, from time to time, responsible for
the management and/or growth of all or part of the business of the
Corporation.
(b) Awards Other than Incentive Stock Options. Awards, other
than Incentive Stock Options, may be granted to any Eligible
Persons who in the sole opinion of the Committee are, from time to
time, responsible for the growth and/or the management of all or a
part of the business of the Corporation or Subsidiary.
(c) Substitute Awards. The Committee, in its discretion, may
also grant Awards in substitution for any stock incentive awards
previously granted by companies acquired by the Corporation or one
of its Subsidiaries. Such substitute awards may be granted on
such terms and conditions as the Committee deems appropriate in
the circumstances, provided, however, that substitute Incentive
Stock Options shall be granted only in accordance with the Code.
4. Term of Plan. The Plan is effective on November 1, 2003 (the
"Effective Date") and shall continue to be effective for ten (10)
years thereafter, expiring on October 31, 2013.
5. Stock Subject to the Plan. The aggregate number of shares of
Stock which may be issued pursuant to all Awards granted under the
Plan shall not exceed 2,000,000 shares of Stock, subject to
adjustment as hereinafter provided in Section 11, which shall be
in addition to all shares of Stock issued or reserved for issuance
pursuant to Awards granted under any Predecessor Plan, and which
may be treasury shares or authorized but unissued shares. In the
event that any Award under the Plan or any Predecessor Plan for
any reason expires, is terminated, forfeited, reacquired by the
Corporation, or satisfied without the issuance of Stock (except in
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the cases of (i) Stock otherwise issuable under an Award but
retained by the Corporation for payment of withholding taxes under
Section 15(b) hereof; (ii) Stock otherwise issuable under a stock
option but for which the Corporation has made a discretionary
payment under Section 7(d) hereof and (iii) Stock underlying any
Incentive Stock Option, Non-Statutory Option, or Stock
Appreciation Right that is cancelled in connection with a
repricing of the exercise price thereunder) the shares allocable
to the unexercised portion of such Award may again be made subject
to an Award under the Plan. Any award of a Stock Appreciation
Right, to the extent that such Stock Appreciation Right may be
settled only for cash, shall not be deemed to reduce the aggregate
number of shares of Stock authorized to be issued pursuant to
Awards granted under the Plan.
6. Stock Options. The following terms and conditions shall apply
to each option granted under the Plan and shall be set forth in a
stock option agreement between the Corporation and the Optionee
together with such other term and conditions not inconsistent
herewith as the Committee may deem appropriate in the case of each
Optionee:
(a) Option Price. The purchase price under each Incentive Stock
Option shall be as determined by the Committee but not less than
100% of the Fair Market Value of the shares subject to such option
on the date of grant, provided that such option price shall not be
less than 110% of such Fair Market Value in the case of any
Incentive Stock Option granted to a Principal Shareholder. The
purchase price per share of Stock deliverable upon the exercise of
a Non-Statutory Option shall be determined by the Committee, but
shall not be less than 85% of the Fair Market Value of such Stock
on the date of grant and in no event less than the par value per
share of such Stock.
(b) Type of Option. All options granted under the Plan shall be
either Incentive Stock Options or Non-Statutory Options. All
provisions of the Plan applicable to Incentive Stock Options shall
be interpreted in a manner consistent with the provisions of, and
regulations under, Section 422 of the Code.
(c) Period of Incentive Stock Option. Each Incentive Stock
Option shall have a term not in excess of ten (10) years from the
date on which it is granted, except in the case of any Incentive
Stock Option granted to a Principal Shareholder which shall have a
term not in excess of five (5) years from the date on which it is
granted; provided that any Incentive Stock Option granted or the
unexercised portion thereof, to the extent exercisable at the time
of termination of employment, shall terminate at the close of
business on the day three (3) months following the date on which
the Optionee ceases to be employed by the Corporation or a
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Subsidiary unless sooner expired or unless a longer period is
provided under subsection (g) of this Section in the event of the
death or Disability of such an Optionee.
(d) Period of Non-Statutory Option. Each Non-Statutory Option
granted under the Plan shall have a term not in excess of ten (10)
years and one (1) day from the date on which it is granted;
provided that any Non-Statutory Option granted to an employee of
the Corporation or a Subsidiary or to a Non-Employee Director
Participant, or the unexercised portion thereof shall terminate
not later than the close of business on the day three (3) months
following the date on which such employee ceases to be employed by
the Corporation or a Subsidiary or the date on which such Non-
Employee Director ceases to be a director of the Corporation, as
the case may be, unless a longer period is provided under
subsection (g) of this Section in the event of the death,
Disability or Retirement of such employee or the death or
Disability of such Non-Employee Director. Such an Optionee's Non-
Statutory Option shall be exercisable, if at all, during such
three (3) month period only to the extent exercisable on the date
such Optionee's employment terminates or the date on which such
Optionee ceases to be a director, as the case may be.
(e) Exercise of Option.
(i) Each option granted under the Plan shall become
exercisable on such date or dates and in such amount or amounts as
the Committee shall determine. In the absence of any other
provision by the Committee, each option granted under the Plan
shall be exercisable with respect to not more than twenty percent
(20%) of such shares subject thereto after the expiration of one
(1) year following the date of its grant, and shall be exercisable
as to an additional twenty percent (20%) of such shares after the
expiration of each of the succeeding four (4) years, on a
cumulative basis, so that such option, or any unexercised portion
thereof, shall be fully exercisable after a period of five (5)
years following the date of its grant; provided, however, that in
the absence of any other provision by the Committee, each
Incentive Stock Option granted to a Principal Shareholder shall be
exercisable with respect to not more than twenty-five percent
(25%) of the shares subject thereto after the expiration of one
(1) year following the date of its grant, and shall be exercisable
as to an additional twenty-five percent (25%) after the expiration
of each of the succeeding three (3) years, on a cumulative basis,
so that such option, or any unexercised portion thereof, shall be
fully exercisable after a period of four (4) years following the
date of its grant.
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(ii) The Committee, in its sole discretion, may, from time to
time and at any time, accelerate the vesting provisions of any
outstanding option, subject, in the case of Incentive Stock
Options, to the provisions of Section (6)(i) relating to "Limit on
Incentive Options".
(iii) Notwithstanding anything herein to the contrary, except
as provided in subsection (g) of this Section, no Optionee who
was, at the time of the grant of an option, an employee of the
Corporation or a Subsidiary, may exercise such option or any part
thereof unless at the time of such exercise he or she shall be
employed by the Corporation or a Subsidiary and shall have been so
employed continuously since the date of grant of such option,
excepting leaves of absence approved by the Committee; provided
that the option agreement may provide that such an Optionee may
exercise his or her option, to the extent exercisable on the date
of termination of such continuous employment, during the three (3)
month period, ending at the close of business on the day three (3)
months following the termination of such continuous employment
unless such option shall have already expired by its term.
(iv) An option shall be exercised in accordance with the
related stock option agreement by serving written notice of
exercise on the Corporation accompanied by full payment of the
purchase price in cash. As determined by the Committee, in its
discretion, at (or, in the case of Non-Statutory Options, at or
after) the time of grant, payment in full or in part may also be
made by delivery of (i) irrevocable instructions to a broker to
deliver promptly to the Corporation the amount of sale or loan
proceeds to pay the exercise price, or (ii) previously owned
shares of Stock not then subject to restrictions under any
Corporation plan (but which may include shares the disposition of
which constitutes a disqualifying disposition for purposes of
obtaining incentive stock option treatment for federal tax
purposes), or (iii) shares of Stock otherwise receivable upon the
exercise of such option; provided, however, that in the event the
Committee shall determine in any given instance that the exercise
of such option by withholding shares otherwise receivable would be
unlawful, unduly burdensome or otherwise inappropriate, the
Committee may require that such exercise be accomplished in
another acceptable manner. For purposes of this subsection (iv),
such surrendered shares shall be valued at the closing price of
the Stock in the NASDAQ National Market System on the most recent
trading day preceding the date of exercise on which sales of the
Stock occurred.
(f) Transferability. No option granted under the Plan shall
be transferable by the Optionee otherwise than by will or by the
laws of descent and distribution, and such option shall be
exercisable, during the Optionee's lifetime, only by the Optionee.
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(g) Death, Disability or Retirement of Optionee.
(i) With respect to Incentive Stock Options, in the event of
the death or Disability of an Optionee while in the employ of the
Corporation or a Subsidiary or while serving as a director of the
Corporation, such Optionee's Incentive Stock Option, or the
unexercised portion thereof, may be exercised within the period of
one (1) year succeeding such Optionee's death or Disability, but
in no event later than ten (10) years (five (5) years in the case
of a Principal Shareholder) from the date the Incentive Stock
Option was granted.
(ii) With respect to Non-Statutory Options, in the event
of the death, Disability or Retirement of an Optionee while in the
employ of the Corporation or a Subsidiary or in the event of death
or Disability of an Optionee while serving as a Director of the
Corporation, such Optionee's Non-Statutory Option, or the
unexercised portion thereof, may be exercised within the period of
five (5) years succeeding such Optionee's death, Disability or
Retirement, but in no event later than ten (10) years and one (1)
day from the date the Non-Statutory Option was granted, by the
person or persons designated in the Optionee's will for that
purpose or in the absence of any such designation, by the legal
representative of the Optionee's estate, or by the Optionee or the
Optionee's legal representative, as the case may be.
(iii) Notwithstanding anything herein to the contrary and in
the absence of any contrary provision by the Committee, during any
period following termination of employment by reason of death,
Disability or Retirement, or cessation as a director by reason of
death or Disability, during which an Optionee's Stock Option may
be exercisable as provided in either subsection (i) or (ii) above,
such Stock Option shall continue to vest in accordance with its
terms and be and become exercisable as if employment or service as
a director had not ceased.
(iv) As used in this Agreement, the term "Retirement" shall
mean retirement in accordance with the terms of the Corporation's
tax-qualified Employees' Pension Plan.
(h) Shareholder Rights. No Optionee shall be entitled to any
rights as a shareholder with respect to any shares subject to his
or her option prior to the date of issuance to him or her of a
stock certificate representing such shares.
(i) Limit on Incentive Stock Options. The aggregate Fair Market
Value (determined at the time an option is granted) of shares with
respect to which Incentive Stock Options granted to an employee
are exercisable for the first time by such employee during any
calendar year (under all incentive stock option plans of the
Corporation and its Subsidiaries to the extent required under the
Code) shall not exceed $100,000.
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(j) Notification of Disqualifying Disposition. Participants
granted Incentive Stock Options shall undertake, in the Incentive
Stock Option agreements, as a precondition to the granting of such
option by the Corporation, to promptly notify the Corporation in
the event of a disqualifying disposition (within the meaning of
the Code) of any shares acquired pursuant to such Incentive Stock
Option agreement and provide the Corporation with all relevant
information related thereto.
7. Stock Appreciation Rights; Discretionary Payments.
(a) Nature of Stock Appreciation Right. A Stock Appreciation
Right is an Award entitling the Participant to receive an amount
in cash or shares of Stock (or forms of payment permitted under
Section 7(d) hereof) or a combination thereof, as determined by
the Committee at the time of grant, having a value equal to (or if
the Committee shall so determine at time of grant, less than) the
excess of the closing price of the Stock on the NASDAQ National
Market System on the most recent trading day preceding the date of
exercise on which sales of the Stock occurred over the Fair Market
Value of a share of Stock on the date of grant (or over the option
exercise price, if the Stock Appreciation Right was granted in
tandem with a stock option) multiplied by the number of shares
with respect to which the Stock Appreciation Right shall have been
exercised.
(b) Grant and Exercise of Stock Appreciation Rights.
(i) Stock Appreciation Rights may be granted in tandem with,
or independently of, any stock option granted under the Plan. In
the case of a Stock Appreciation Right granted in tandem with a
Non-Statutory Option, such Right may be granted either at or after
the time of grant of such option. In the case of a Stock
Appreciation Right granted in tandem with an Incentive Stock
Option such Right may be granted only at the time of the grant of
such option. A Stock Appreciation Right or applicable portion
thereof granted in tandem with a given stock option shall
terminate and no longer be exercisable upon the termination or
exercise of the related stock option, except that a Stock
Appreciation Right granted with respect to less than the full
number of shares covered by a related stock option shall not be
reduced until the exercise or termination of the related stock
option exceeds the number of shares not covered by the Stock
Appreciation Right.
(ii) Each Stock Appreciation Right granted under the Plan
shall become exercisable on such date or dates and in such amount
or amounts as the Committee shall determine; provided, however,
that any Stock Appreciation Right granted in tandem with a stock
option shall be exercisable in relative proportion to and to the
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extent that such related stock option is exercisable; provided
further, however, that, notwithstanding anything herein to the
contrary, any Stock Appreciation Right granted in tandem with a
Non-Statutory Option which has a purchase price at the date of
grant of less than Fair Market Value shall not be exercisable at
all until at least one (1) year after the date of grant of such
option. Except as provided in the immediately preceding sentence,
in the absence of any other provision by the Committee, each Stock
Appreciation Right granted under the Plan shall be exercisable
with respect to not more than twenty percent (20%) of such shares
subject thereto after the expiration of one (1) year following the
date of its grant, and shall be exercisable as to an additional
twenty percent (20%) of such shares after the expiration of each
of the succeeding four (4) years, on a cumulative basis, so that
such Right, or any unexercised portion thereof, shall be fully
exercisable after a period of five (5) years following the date of
its grant. The Committee, in its sole discretion, may, from time
to time and at any time, accelerate the vesting provisions of any
outstanding Stock Appreciation Right.
(iii) Notwithstanding anything herein to the contrary, except
as provided in subsections (c)(v) and (c)(vi) of this Section, no
Participant who was, at the time of the grant of a Stock
Appreciation Right, an employee of the Corporation or a
Subsidiary, may exercise such Right or any part thereof unless at
the time of such exercise, he or she shall be employed by the
Corporation or a Subsidiary and shall have been so employed
continuously since the date of grant of such Right, excepting
leaves of absence approved by the Committee; provided that the
Stock Appreciation Right agreement may provide that such a
Participant may exercise his or her Stock Appreciation Right, to
the extent exercisable on the date of termination of such
continuous employment, during the three (3) month period ending at
the close of business on the day three (3) months following the
termination of such continuous employment, unless such Right shall
have already expired by its terms.
(iv) Notwithstanding anything herein to the contrary, except
as provided in subsections (c)(v) and (c)(vi) of this Section, no
Non-Employee Director Participant may exercise a Stock
Appreciation Right or part thereof unless at the time of such
exercise he or she shall be a director of the Corporation and
shall have been a director of the Corporation continuously since
the date of grant of such Right excepting leaves of absence
approved by the Committee; provided that the Stock Appreciation
Right agreement may provide that such Participant may exercise his
or her Stock Appreciation Right, to the extent exercisable on the
date he or she ceased to be a director of the Corporation, during
the three (3) month period ending at the close of business on the
day three (3) months following the cessation of such continuous
service as a director unless such Right shall already have expired
by its terms.
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(v) A Stock Appreciation Right shall be exercised in
accordance with the related Stock Appreciation Right Agreement by
serving written notice of exercise on the Corporation.
(c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions
as shall be determined from time to time by the Committee, subject
to the following:
(i) Stock Appreciation Rights granted in tandem with stock
options shall be exercisable only at such time or times and to the
extent that the related stock options shall be exercisable;
(ii) Upon the exercise of a Stock Appreciation Right, the
applicable portion of any related stock option shall be
surrendered.
(iii) Stock Appreciation Rights granted in tandem with a
stock option shall be transferable only with such option. Stock
Appreciation Rights shall not be transferable otherwise than by
will or the laws of descent and distribution. All Stock
Appreciation Rights shall be exercisable during the Participant's
lifetime only by the Participant or the Participant's legal
representative.
(iv) A Stock Appreciation Right granted in tandem with a
stock option may be exercised only when the then Fair Market Value
of the Stock subject to the stock option exceeds the exercise
price of such option. A Stock Appreciation Right not granted in
tandem with a stock option may be exercised only when the then
Fair Market Value of the Stock exceeds the Fair Market Value of
the Stock on the date of grant of such Right.
(v) Each Stock Appreciation Right shall have a term not in
excess of ten (10) years from the date on which it is granted (ten
(10) years and one (1) day in the case of a Stock Appreciation
Right granted in tandem with a Non-Statutory Option); provided
that any Stock Appreciation Right granted to (aa) an employee of
the Corporation or a Subsidiary shall terminate not later than the
close of business on the day three (3) months following the date
such Participant ceases to be employed by the Corporation or a
Subsidiary, except as provided in subsection (c)(vi) of this
Section and excepting leaves of absences approved by the
Committee, and (bb) a Non-Employee Director Participant shall
terminate not later than the close of business on the day three
(3) months following the date such Participant ceases to be a
director of the Corporation, except as provided in subsection
(c)(vi) of this Section. Such a Participant's Stock Appreciation
Right shall be exercisable, if at all, during such three (3) month
period only to the extent exercisable on the date his or her
employment terminates or the date he or she ceases to be a
director, as the case may be.
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(vi) In the event of the death, Disability or Retirement of a
Participant while in the employ of the Corporation or a Subsidiary
or in the event of the death or Disability of a Participant while
serving as a director of the Corporation, his or her Stock
Appreciation Right or the unexercised portion thereof may be
exercised within the period of five (5) years succeeding his or
her death, Disability or Retirement, but in no event later than
(i) ten (10) years from the date on which it was granted ten (10)
years and one (1) day in the case of a Stock Appreciation Right
granted in tandem with a Non-Statutory Option), by the person or
persons designated in the Participant's will for that purpose or
in the absence of any such designation, by the legal
representative of his or her estate, or by the Participant or the
legal representative of the Participant, as the case may be.
Notwithstanding anything herein to the contrary and in the absence
of any contrary provision by the Committee, during the five-year
period following termination of employment by reason of death,
Disability or Retirement, or cessation as a director by reason of
death or Disability, a Participant's Stock Appreciation Right
shall continue to vest in accordance with its terms and be and
become exercisable as if employment or service as a director had
not ceased.
(d) Discretionary Payments. Upon the written request of an
Optionee whose stock option is not accompanied by a Stock
Appreciation Right, the Committee may, in its discretion, cancel
such option if the Fair Market Value of the shares subject to the
option at the exercise date exceeds the exercise price thereof; in
that event, the Corporation shall pay to the Optionee an amount
equal to the difference between the Fair Market Value of the
shares subject to the cancelled option (determined as of the date
the option is cancelled) and the exercise price. Such payment
shall be by check or in Stock having a Fair Market Value
(determined on the date the payment is to be made) equal to the
amount of such payments or any combination thereof, as determined
by the Committee.
8. Restricted Stock.
(a) Nature of Restricted Stock Award. A Restricted Stock Award
is an Award entitling the Participant to receive shares of Stock,
subject to such conditions, including a Corporation right during a
specified period or periods to require forfeiture of such shares
upon the Participant's termination of employment with the
Corporation or a Subsidiary or cessation as a director of the
Corporation, as the case may be, as the Committee may determine at
the time of grant. The Committee, in its sole discretion, may,
from time to time and at any time, waive any or all restrictions
and/or conditions contained in the Restricted Stock Award
agreement. Notwithstanding anything herein to the contrary, the
Committee, in its discretion, may grant Restricted Stock without
any restrictions or conditions whatsoever. Restricted Stock shall
be granted in respect of past services or other valid
consideration.
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(b) Award Agreement. A Participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless
the Participant shall have accepted the Award within 60 days (or
such shorter date as the Committee may specify) following the
Award date by executing and delivering to the Corporation a
Restricted Stock Award Agreement in such form as the Committee
shall determine.
(c) Rights as a Shareholder. Upon complying with paragraph (b)
above, a Participant shall have all the rights of a shareholder
with respect to the Restricted Stock including voting and dividend
rights, subject to nontransferability and Corporation forfeiture
rights described in this Section 8 and subject to any other
conditions contained in the Award agreement. Unless the Committee
shall otherwise determine, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Corporation
until such shares are free of any restrictions under the Plan.
The Committee in its discretion may, as a precondition of the
Corporation's obligation to issue a Restricted Stock Award,
require the Participant to execute a stock power or powers or
other agreement or instruments necessary or advisable in
connection with the Corporation's forfeiture rights with respect
to such shares.
(d) Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred or otherwise disposed of or pledged or
otherwise encumbered. In the event of termination of employment
of the Participant with the Corporation or a Subsidiary for any
reason, or cessation as a director of the Corporation in the case
of a Non-Employee Director Participant, such shares shall be
forfeited to the Corporation, except as set forth below:
(i) The Committee at the time of grant shall specify the date
or dates (which may depend upon or be related to the attainment of
performance goals and other conditions) on which the
nontransferability of the Restricted Stock and the Corporation's
forfeiture rights with respect thereto shall lapse. The Committee
at any time may accelerate such date or dates and otherwise waive
or, subject to Section 13, amend any conditions of the Award.
(ii) Except as may otherwise be provided in the Award
agreement, in the event of termination of a Participant with the
Corporation or a Subsidiary for any reason or cessation as a
director of the Corporation for any reason, all of the
Participant's Restricted Stock shall be forfeited to the
Corporation without the necessity of any further act by the
Corporation, the Participant or the Participant's legal
representative; provided, however, that in the event of
termination of employment or cessation of service as a director of
the Corporation by reason of death or Disability, all conditions
and restrictions relating to a Restricted Stock Award held by such
a Participant shall thereupon be waived and shall lapse.
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(iii) In the absence of any other provision by the Committee,
each Restricted Stock Award granted to (A) an employee of the
Corporation or a Subsidiary shall be subject to forfeiture to the
Corporation conditioned on the Participant's continued employment
and (B) Non-Employee Director Participants shall be subject to
forfeiture to the Corporation conditioned on the Participant's
continued service as a director of the Corporation, and in the
case of clause (A) or (B), such forfeiture rights shall lapse as
follows: with respect to twenty percent (20%) of the shares
subject to the Restricted Stock Award on the date one year
following the date of grant, and with respect to an additional
twenty percent (20%) of such shares after the expiration of each
of the succeeding four (4) years thereafter, on a cumulative
basis, so that such Restricted Stock shall be free of such risk of
forfeiture on the date five (5) years following the date of its
grant.
(e) Performance-Based Award. In the discretion of the
Committee, the Corporation's forfeiture rights with respect to
Restricted Stock award to a Covered Employee may be based upon
Qualified Performance Criteria and the Restricted Stock Award may
be designated as a Qualified Performance-Based Award.
(f) Waiver, Deferral, and Investment of Dividends. The
Restricted Stock Award agreement may require or permit the
immediate payment, waiver, deferral or investment of dividends
paid with respect to the Restricted Stock.
9. Long-Term Performance Awards.
(a) Awards. Long-Term Performance Awards bonus awards payable
in cash, stock or a combination of cash and stock that may be
granted either alone, in addition to or in tandem with other
Awards granted under the Plan and/or awards made outside of the
Plan. Long-Term Performance Awards shall not require payment by
the recipient of any consideration for the Long-Term Performance
Award or for shares of Stock, if any, covered by such Award. The
Committee shall determine the nature, length and starting date of
any performance period (the "Performance Period") for each Long-
Term Performance Award and shall determine the performance and/or
employment factors to be used in the determination of the value of
Long-Term Performance Awards and the extent to which such Long-
Term Performance Award may be made subject to various conditions,
including vesting or forfeiture provisions. Long-Term Performance
Awards may vary from Participant to Participant and between groups
of Participants and shall be based upon the achievement of
Corporation, Subsidiary and/or individual performance factors or
upon such other criteria as the Committee may deem appropriate.
Performance Periods may overlap and Participants may participate
simultaneously with respect to Long-Term Performance Awards that
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are subject to different Performance Periods and different
performance factors and criteria. Long-Term Performance Awards
shall be confirmed by, and be subject to the terms of, a written
Long-Term Performance Award agreement.
(b) Value of Awards. At the beginning of each Performance
Period, the Committee may determine for each Long-Term Performance
Award subject to such Performance Period the range of dollar
values and/or numbers or dollar values of shares of Common Stock
to be issued to the Participant at the end of the Performance
Period if and to the extent that the relevant measures of
performance for such Long-Term Performance Award are met. Such
dollar values or numbers of shares of Common Stock may be fixed or
may vary in accordance with such performance or other criteria as
may be determined by the Committee.
(c) Adjustment of Awards. Notwithstanding the provisions of
Section 9(a) hereof, the Committee may, after the grant of Long-
Term Performance Awards, adjust the performance factors applicable
to such Long-Term Performance Awards to take into account changes
in the law or in accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to
reflect the inclusion or exclusion of the impact of extraordinary
or unusual items, events or circumstances in order to avoid
windfalls or hardships to Participants.
(d) Termination.
(i) Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates his or
her employment or his or her consultancy during a Performance
Period because of death or Disability, the Committee may in its
discretion provide for an earlier payment in settlement of such
award, which payment may be in such amount and under such terms
and conditions as the Committee deems appropriate.
(ii) Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates his or
her employment or his or her consultancy during a Performance
Period because of Retirement, then such Participant shall continue
to be entitled to a prorata portion of any payment with respect to
the Long-Term Performance Award subject to such Performance Period
in accordance with the payment terms set forth in subsection (e)
of this Section 9, determined by multiplying such payment,
calculated as if the Participant's employment or consultancy had
not been terminated, by a fraction the numerator of which is the
number of days from the beginning of the Performance Period to the
date of such termination and the denominator of which is the total
number of days during the Performance Period.
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(iii) Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates
employment or his or her consultancy during a Performance Period
for any reason other than death, Disability or Retirement, then
such a Participant shall not be entitled to any payment with
respect to the Long-Term Performance Award subject to such
Performance Period, unless the Committee shall otherwise determine
in its discretion.
(e) Form of Payment. The earned portion of a Long-Term
Performance Award shall be paid in cash within two-hundred seventy
(270) days following the close of the applicable Performance
Period, provided that the Committee may elect to pay up to one-
third (1/3) of such amount in whole shares of stock or, at the
discretion of the Committee, such earned portion may be paid in
whole shares of Stock to the extent requested by the Participant.
Any such shares of Stock shall be valued at their Fair Market
Value at the close of business on the most recent trading day
preceding the date of such payment.
(f) Reservation of Shares. In the event that the Committee
grants a Long-Term Performance Award that is payable in cash or
Stock, the Committee may (but need not) reserve an appropriate
number of shares of Stock under the Plan at the time of grant of
the Long-Term Performance Award. If, and to the extent that the
full amount reserved is not actually paid in Stock, the shares of
Stock representing the portion of the reserve for that Long-Term
Performance Award shall again become available for award under the
Plan. If shares of Stock are not reserved by the Committee at the
time of grant, then (i) no shares shall be deducted from the
number of shares available for grant under the Plan at that time
and (ii) at the time of payment of the Long-Term Performance
Award, only the number of shares actually issued to the
Participant shall be so deducted. If there are not a sufficient
number of shares available under the Plan for issuance to a
Participant at the time of payment of a Long-Term Performance
Award, any shortfall shall be paid by the Corporation in cash.
10. The Committee.
(a) Administration. The Committee shall be a committee of not
less than three (3) members of the Board who are Non-Employee
Directors, appointed by the Board. Vacancies occurring in
membership of the Committee shall be filled by the Board. The
Committee shall keep minutes of its meetings. One or more members
of the Committee may participate in a meeting of the Committee by
means of conference telephone or similar communications equipment
provided all persons participating in the meeting can hear one
another. A majority of the entire Committee shall constitute a
quorum, and the acts of a majority of the members present at or so
participating in any meeting at which a quorum is constituted
shall be the acts of the Committee. The Committee may act without
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meeting by unanimous written consent. Absent some other provision
by the Board, the power and responsibilities of the Committee
shall be vested in and assumed by the Personnel and Compensation
Committee of the Board, provided the members hereof are all Non-
Employee Directors.
(b) Authority of Committee. Subject to the provisions of the
Plan, the Committee shall have full and final authority to
determine the persons to whom Awards shall be granted, the number
of shares to be subject to each Award, the term of the Award, the
vesting provisions of the Award, if any, restrictions on the
Award, if any, and the price at which the shares subject thereto
may be purchased. The Committee is empowered, in its discretion,
to modify, extend or renew any Award theretofore granted and adopt
such rules and regulations and take such other action as it shall
deem necessary or proper for the administration of the Plan. The
Compensation Committee must certify in writing prior to the
payment of any compensation to a Covered Employee from a Qualified
Performance-Based Award that Qualified Performance Criteria were
met, all in the manner provided by Federal Income Tax Regulations
Section 1.162-27(e)(5). The Committee shall have full power and
authority to construe, interpret and administer the Plan, and the
decisions of the Committee shall be final and binding upon all
interested parties. No members of the Committee shall be liable
for any action taken or not taken or decision made or not made in
good faith relating to the Plan or any award thereunder.
11. Adjustments. Any limitations, restrictions or other
provisions of this Plan to the contrary notwithstanding, each
Award agreement shall make such provision, if any, as the
Committee may deem appropriate for the adjustment of the terms and
provisions thereof (including, without limitation, terms and
provisions relating to the exercise price and the number and class
of shares subject to the Award) in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
divisive reorganization, issuance of rights, combination or split-
up or exchange of shares, or the like. In the event of any
merger, consolidation, reorganization, recapitalization, stock
dividend, divisive reorganization, issuance of rights, combination
or split-up or exchange of shares, or the like, the Committee
shall make an appropriate adjustment in the number of shares
authorized to be issued pursuant to the Plan.
12. Awards Under Predecessor Plans. Awards presently outstanding
which have been granted under any Predecessor Plan shall continue
to be governed and interpreted under the terms of such plans and
not by the terms hereof.
13. Amendment to and Termination of the Plan. The Board may from
time to time amend the Plan in such way as it shall deem advisable
provided the Board may not extend the expiration date of the Plan,
change the class of Eligible Persons, increase the maximum Award
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term, decrease the minimum exercise price or increase the total
number of authorized shares (except in accordance with Section 10
hereof) for which Awards may be granted. The Board, in its
discretion, may at any time terminate the Plan prior to its
expiration in accordance with Section 4 hereof. No amendment to
or termination of the Plan shall in any way adversely affect
Awards then outstanding hereunder.
14. Status of Plan. Until shares pursuant to an Award or
exercise thereof are actually delivered to a Participant, a
Participant shall have no rights to or with respect to such shares
greater than those of a general creditor of the Corporation unless
the Committee shall otherwise expressly determine in connection
with any Award or Awards.
15. General Provisions.
(a) Other Compensation Arrangements; No Right to Receive Awards;
No Employment or Other Rights. Nothing contained in this Plan
shall prevent the Board from adopting other or additional capital
stock based compensation arrangements, subject to stockholder
approval if such approval is required, and such arrangements may
be either generally applicable or applicable only in specific
cases. No Eligible Person shall have any right to receive Awards
except as the Committee may determine. The Plan does not confer
upon any employee any right to continued employment with the
Corporation or a Subsidiary or upon any director or officer of the
Corporation any right to continued service as a director or
officer of the Corporation, nor does it interfere in any way with
the right of the Corporation or a Subsidiary to terminate the
employment of any of its employees or for the Corporation to
remove a director or officer with or without cause at any time.
(b) Tax Withholding, Etc. Any obligation of the Corporation to
issue shares pursuant to the grant or exercise of any Award shall
be conditioned on the Participant having paid or made provision
for payment of all applicable tax withholding obligations, if any,
satisfactory to the Committee. The Corporation and its
Subsidiaries shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise
due to the Participant. In the case of Non-Statutory Options, and
Stock Appreciation Rights exercisable only for Stock, the
Committee in its discretion, but only upon the written request of
a Participant exercising such an Award, may permit such
Participant to satisfy federal income tax withholding requirements
occasioned by the exercise thereof by the surrender of shares
otherwise to be received on the exercise of such Award. For
purposes of this subsection (b), such surrendered shares shall be
valued at the closing price of the Stock in the NASDAQ National
Market System on the most recent trading day preceding the date of
exercise on which sales of the Stock occurred.
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(c) Section 162(m) Exemption. When granting any Long-Term
Performance Award, Restricted Stock Award, or other Award, the
Committee may designate such Award as a Qualified Performance-
Based Award, based upon a determination that the recipient is or
may be a Covered Employee with respect to such Award, and the
Committee wishes such Award to qualify for the Section 162(m)
Exemption. The payment of an Award designated as a Qualified
Performance-Based Award to an employee for any calendar year shall
not exceed $3,000,000. The maximum number of shares underlying
Options and SARs that may be awarded to a Covered Employee for any
calendar year shall not exceed 500,000 shares and their exercise
price shall be the fair market value of the shares on the date of
grant. If an Award is so designated, the Committee shall
establish performance goals for such Award (other than Options or
SARs which meet the definition of a Qualified Performance-Based
Award under Section 2(dd)) within the time period prescribed by
Section 162(m) of the Code based on one or more of the following
Qualified Performance Criteria, which may be expressed in terms of
an objective formula or standard that relates to Corporation-wide
objectives or objectives that relate to the performance of a
Subsidiary or a division, region, department or function within
the Corporation of a Subsidiary: (1) earnings per share, (2)
EBITDA (earnings before interest, taxes, depreciation and
amortization), (3) EBIT (earnings before interest and taxes), (4)
economic profit, (5) cash flow, (6) sales growth, (7) net profit
before tax (8) gross profit, (9) operating income or profit, (10)
return on equity, (11) return on assets, (12) return on capital,
(13) changes in working capital, or (14) shareholder return.
(d) Restrictions on Transfers of Shares. Although the
Corporation presently intends to register under applicable
securities laws all shares acquired or received by Participants
under the Plan, the Corporation is not required to cause such
shares to be registered under the Securities Act of 1933 or the
securities laws of any State. Accordingly, the shares acquired or
received may be "restricted securities" as defined in Rule 144
under said Securities Act of 1933 or other rule or regulation of
the Securities and Exchange Commission. Any certificate
evidencing any such shares may bear a legend restricting the
transfer of such shares, and the recipient may be required to
assert that the shares are being acquired for his own account and
not with a view to the distribution thereof as a condition to the
granting or exercise of an Award.
(e)Issuance of Shares. Any obligation of the Corporation to
issue shares pursuant to the grant or exercise of any Award shall
be conditioned on the Corporation's ability at nominal expense to
issue such shares in compliance with all applicable statutes,
rules or regulations of any governmental authority. The
Participant shall provide the Corporation with any assurances or
agreements which the Committee, in its sole discretion, shall deem
necessary or advisable in order that the issuance of such shares
shall comply with any such statutes, rules or regulations.
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(f) Date of Grant. The date on which each Award under the Plan
shall be considered as having been granted shall be the date on
which the award is authorized by the Committee, unless a later
date is specified by the Committee; provided, however, in the case
of options intended to qualify as Incentive Stock Options, the
date of grant shall be determined in accordance with the Code.
(g) Shareholder Approval. The material terms of any Qualified
Performance-Based Award that have not been approved by the
Shareholders must be disclosed to and approved by the Shareholders
before compensation is paid to a Covered Employee pursuant to such
Award, and such compensation shall be paid to a Covered Employee
only if such material terms are approved by the Shareholders, all
in accordance with Federal Income Tax Regulations Section 1.162-
27(e)(4).
(h) Change in Control.
(i) Subject to the further conditions set forth in Section
15(i) below, upon the occurrence of a Change in Control (as
defined below):
(A) the vesting periods of any and all Incentive Stock
Options, Non-Statutory Options and Stock Appreciation Rights
granted and outstanding under the Plan shall immediately be
accelerated;
(B) the restrictions and/or conditions applicable to any
and all Restricted Stock Awards granted and outstanding under the
Plan shall immediately lapse and be of no further force and
effect; and
(C) 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;
such that each Participant holding any such Award shall have the
immediate, fully vested, right to purchase, receive and/or own
without risk of forfeiture any and all cash and/or Stock that is
the subject of the Award on the terms and conditions set forth in
this Plan and the particular Agreement respecting such Award.
(ii) In the event that, following a Change in Control, and
provided the provisions of Section 15 (i)(i) below are
inapplicable, the Committee shall determine in its sole discretion
that the event(s) or transaction(s) constituting the Change in
Control have caused the Committee to be unable to determine
whether or not the performance factors and/or other criteria
applicable to one or more Long-Term Performance Awards granted and
outstanding under Section 9 of the Plan have (or have not), in
fact been met or satisfied, then, with respect to each such Long-
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Term Performance Award, the Committee shall: (A) cancel the Award
and make a payment to the Participant in an amount equal to 100%
of the initial target value of such Award as previously determined
by the Committee under Section 9(b) hereof; or (B) cancel the
Award, modify the provisions of Section 9 of the Plan as may be
necessary to grant Long Term Performance Awards which are
substantially equivalent to those permitted prior to such Change
in Control, and grant to the Participant a new Long-Term
Performance Award under such terms and conditions as the Committee
shall establish under Section 9 hereof, which will provide a bonus
opportunity to the Participant substantially equivalent to such
cancelled Award.
(iii) As used herein, the term "Change in Control" means any
of the following events:
(A) any Person (as defined below) is or becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Corporation
representing 35% or more of the then outstanding securities of the
Corporation generally entitled to vote in the election of
directors of the Corporation, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described
in clause (i) of paragraph (C) below; or
(B) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the Effective Date, constitute 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 Corporation and whose appointment
or election was not approved by at least two-thirds (2/3) of the
directors of the Corporation in office immediately prior to any
such contest) whose appointment or election by the Board or
nomination for election by the Corporation's stockholders was
approved or recommended by a vote of at least two-thirds (2/3) of
the directors then in office; or
(C) there is consummated a Merger of the Corporation with
any other business entity, other than (i) a Merger which would
result in the securities of the Corporation generally entitled to
vote in the election of directors of the Corporation 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
Corporation or any Subsidiary of the Corporation, at least 65% of
the securities of the Corporation or such surviving entity or any
parent thereof outstanding immediately after such Merger,
generally entitled to vote in the election of directors of the
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Corporation 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 Act, or (ii) a Merger
effected to implement a recapitalization of the Corporation (or
similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the
Corporation representing 35% or more of the then outstanding
securities of the Corporation generally entitled to vote in the
election of directors of the Corporation; or
(D) (1) the stockholders of the Corporation approve a plan
of complete liquidation or dissolution of the Corporation or there
is consummated the sale or disposition by the Corporation of all
or substantially all of the Corporation's assets, other than a
sale or disposition by the Corporation of all or substantially all
of the Corporation's assets to an entity where the outstanding
securities generally entitled to vote in the election of directors
of the Corporation 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 Act, or (2) a disposition or divestiture by the
Corporation or any Subsidiary of the Corporation 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 Corporation's stockholders.
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(iv) As used herein, the term "Person" shall have the meaning
given in Section 3(a)(9) of the Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (A) the Corporation or any of its direct or indirect
Subsidiaries, (B) a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, (C) an
underwriter temporarily holding securities pursuant to an offering
of such securities, (D) a corporation owned, directly or
indirectly, by the stockholders of the Corporation in
substantially the same proportions and with substantially the same
voting rights as their ownership and voting rights with respect to
the Corporation, (E) 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
the Effective Date and individuals designated by the Board in
accordance with the terms of that voting trust, provided no Change
in Control pursuant to Section 15(h)(iii)(B) of the Plan has
occurred, (F) the individuals referred to in the immediately
preceding subsection (E) solely with respect to their status as
Beneficial Owners of securities of the Corporation subject to the
Newgate Voting Trust, (G) 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 Corporation generally entitled to vote in
the election of directors of the Corporation, of which he, any
such holder of his general power of attorney, or any such entity
is the Beneficial Owner, and (H) the holder of a general power of
attorney and the attorneys-in-fact referred to in the immediately
preceding subsection (G) solely with respect to their status as
Beneficial Owners of securities of the Corporation because of
their appointment as such.
(i) Conditions for Accelerated Vesting and Payment.
(i) If the Participant's employment is terminated during the
thirty-six (36) month period following a Change in Control, other
than (A) by the Corporation or a Subsidiary for Cause (as defined
below), (B) by reason of death or Disability, or (C) by the
Participant without Good Reason (as defined below), then, and only
then, shall the accelerated vesting provisions set forth in
Section 15(h)(i) be effective with respect to the Participant.
(ii) Any payment required under Section 15(h)(i) shall be
made on or before the date of termination of employment referred
to in paragraph (i) above of this subsection (i).
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(iii) Any payment required under Section 15(h)(ii) shall be
made at the time when the Award would otherwise have been payable,
provided, however, that if the employment of the Participant
holding such Award by the Corporation or a Subsidiary be
terminated by the Corporation or a Subsidiary without Cause, or
the Participant shall terminate his or her employment for Good
Reason, then the payment required under Section 15(h)(ii) shall be
made on or before the date of such termination.
(iv) As used herein, the term "Cause" means (A) the willful
refusal by the Participant to perform proper responsibilities of
the Participant's position with the Corporation or a Subsidiary,
(B) a violation of law by the Participant which adversely affects
the assets, financial position or reputation of the Corporation or
a Subsidiary, or (C) a violation by the Participant of any code of
ethics, code of conduct or similar policy maintained by the
Corporation or a Subsidiary from time to time.
(v) As used herein, the term "Good Reason" means a
substantial diminution in the nature or status of the
Participant's responsibilities from those in effect immediately
prior to the Change in Control.
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